Table of Contents

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)

 

x      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended October 31, 2017

 

or

 

o         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                     to                    

 

Commission file number:  814-00201

 

MVC CAPITAL, INC.

(Exact name of registrant as specified in its charter)

 

DELAWARE

 

94-3346760

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 

287 Bowman Avenue, Purchase, New York 10577

(Address of principal executive offices)

 

(914) 701-0310
Registrant’s telephone number, including area code

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Name of each exchange on which registered

Common Stock

 

New York Stock Exchange

 

Securities registered pursuant to section 12(g) of the Act:  None

 

 

(Title of each class)

 

 

(Title of each class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  o  No  x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes  o  No  x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x  No  o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer o

Accelerated filer x

Non-accelerated filer o

Smaller reporting company o

 

 

(Do not check if a
smaller reporting company)

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  o  No x

 

Approximate aggregate market value of common stock held by non-affiliates of the registrant as of the last business day of the Company’s most recently completed fiscal second quarter: $122,463,450 computed on the basis of $9.04 per share, closing price of the common stock on the New York Stock Exchange (the “NYSE”) on April 28, 2017.  For purposes of calculating this amount only, all directors and executive officers of the registrant have been treated as affiliates.

 

There were 18,820,528 shares of the registrant’s common stock, $.01 par value, outstanding as of January 16, 2018.

 

Document Incorporated by Reference:

 

None.

 

 

 



Table of Contents

 

MVC Capital, Inc.
(A Delaware Corporation)
Index

 

 

 

Page

 

 

 

PART I

 

3

Item 1.

Business

3

Item 1A.

Risk Factors

23

Item 1B.

Unresolved Staff Comments

40

Item 2.

Properties

40

Item 3.

Legal Proceedings

40

Item 4.

Mine safety disclosures

40

PART II

 

40

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

40

Item 6.

Selected Consolidated Financial Data

47

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

49

Item 8.

Financial Statements and Supplementary Data

99

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

158

Item 9A.

Controls and Procedures

158

ITEM 9B.

OTHER INFORMATION

160

PART III

 

160

Item 10.

Directors and Executive Officers of the Registrant

160

Item 11.

Executive Compensation

168

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

169

Item 13.

Certain Relationships and Related Transactions, and Director Independence

170

Item 14.

Principal Accounting Fees and Services

171

PART IV

 

172

Item 15.

Exhibits, Financial Statements, Schedules

172

 

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PART I

 

Factors That May Affect Future Results

 

This Annual Report on Form 10-K contains certain forward-looking statements within the meaning of the federal securities laws that involve substantial uncertainties and risks.  The Company’s future results may differ materially from its historical results and actual results could differ materially from those projected in the forward-looking statements as a result of certain risk factors.  These factors are described in the “Risk Factors” section below.  Readers should pay particular attention to the considerations described in the section of this report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  Readers should also carefully review the risk factors described in the other documents the Company files, or has filed, from time to time with the United States Securities and Exchange Commission (the “SEC”).

 

In this Annual Report on Form 10-K, unless otherwise indicated, “MVC Capital,” “we,” “us,” “our” or the “Company” refer to MVC Capital, Inc. and its wholly-owned subsidiaries, MVC Financial Services, Inc., MVC Turf, LLC and MVC Cayman, and “TTG Advisers” or the “Adviser” refers to The Tokarz Group Advisers LLC.

 

Item 1.         BUSINESS

 

GENERAL

 

MVC Capital, Inc. is an externally managed, non-diversified closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”).  MVC Capital provides equity and debt investment capital to fund growth, acquisitions and recapitalizations of small and middle-market companies in a variety of industries primarily located in the United States. Our investments can take the form of senior and subordinated loans, common and preferred stock and warrants or rights to acquire equity interests, or convertible securities, among other instruments. Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “MVC.” Beginning November 1, 2006, the Company has been externally managed by The Tokarz Group Advisers LLC (“TTG Advisers”) pursuant to an Amended and Restated Investment Advisory and Management Agreement (the “Advisory Agreement”).  Our Board of Directors, including all of the directors who are not “interested persons” (as defined under the 1940 Act) of the Company (the “Independent Directors”), last approved the renewal of the Advisory Agreement at their in-person meeting held on October 31, 2017.

 

In fiscal year 2017, the Company made one new investment in Highpoint Global LLC (“Highpoint”) ($5.0 million) and made 6 follow-on investments in the following 4 existing portfolio companies: MVC Automotive Group GmbH (“MVC Automotive”), MVC Environmental, Inc. (“MVC Environmental”), United States Technologies, Inc. (“U.S. Technologies”) and Security Holdings B.V. (“Security Holdings”).  The total capital committed in fiscal year 2017 was approximately $7.5 million compared to $44.2 million and $62.4 million in fiscal years 2016 and 2015, respectively.

 

During fiscal year 2016 six new investments were made: Somotra NV (“Somotra”) ($1.7 million), Pride Engineering, LLC (“Pride”) ($5.1 million), Dukane IAS, LLC (“Dukane”) ($7.0 million), Quantum Plastics, LLC (“Quantum”) ($10.0 million), FDS, Inc. (“FDS”) ($2.3 million) and HTI Technologies and Industries, Inc. (“HTI”) ($9.6 million) and 9 follow-on investments in the following 6 existing portfolio companies were made: MVC Automotive, Legal Solutions Holdings, Inc. (“Legal Solutions”), Thunderdome Restaurants, LLC (“Thunderdome”), SIA Tekers Invest (“Tekers”), Biovation Acquisition Company (“BAC”) and RuMe, Inc. (“RuMe”).  The total

 

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capital committed in fiscal year 2016 was $44.2 million compared to $62.4 million and $105.8 million in fiscal years 2015 and 2014, respectively.

 

During fiscal year 2015 eight new investments were made in: RX Innovations, Inc. (“RX”) ($10.3 million), Agri-Carriers Group, Inc. (“Agri-Carriers”) ($11.8 million), Legal Solutions ($8.7 million), The Results Companies, LLC (“Results Companies”) ($9.0 million), Vestal Manufacturing Enterprises, Inc. (“Vestal”) ($6.5 million), Thunderdome ($2.0 million), Initials, Inc. (“Initials”) ($4.8 million) and U.S. Technologies ($5.0 million) and 5 follow-on investments were made in the following 4 existing portfolio companies: BAC, Centile Holdings B.V. (“Centile”), Biogenic Reagents (“Biogenic”), and MVC Automotive.  The total capital committed in fiscal year 2015 was $62.4 million compared to $105.8 million and $95.7 million in fiscal years 2014 and 2013, respectively.

 

We continue to perform due diligence and seek new investments that are consistent with our objective of maximizing total return from capital appreciation and/or income, though our current focus is more on yield generating investments. We believe that we have extensive relationships with private equity firms, investment banks, business brokers, commercial banks, accounting firms, law firms, hedge funds, other investment firms, industry professionals and management teams of several companies that may provide us with investment opportunities.

 

We are working on an active pipeline of potential new investment opportunities. Our loan and equity investments will generally range between $3.0 million and $25.0 million each, though we may occasionally invest smaller or greater amounts of capital depending upon the particular investment. While the Company does not adhere to a specific equity and debt asset allocation mix, no more than 25% of the value of our total assets may be invested in the securities of one issuer (other than U.S. government securities), or of two or more issuers that are controlled by us and are engaged in the same or similar or related trades or businesses as of the close of each quarter. Our portfolio company investments are typically illiquid and made through privately negotiated transactions. We generally seek to invest in companies with a history of strong, predictable, positive EBITDA (net income before net interest expense, income tax expense, depreciation and amortization).  The Company has been focusing its strategy more on yield generating investments, which can include, but not limited to senior and subordinated loans, convertible debt, common and preferred equity with a coupon or liquidation preference and warrants or rights to acquire equity interests.

 

Our portfolio company investments currently consist of common and preferred stock, other forms of equity interests and warrants or rights to acquire equity interests, senior and subordinated loans and convertible securities. At October 31, 2017, the fair value of our investments in portfolio companies was approximately $292.5 million and our total assets were approximately $403.4 million compared to the fair value of investments in portfolio companies of approximately $360.1 million and total assets of approximately $432.4 million at October 31, 2016.

 

We expect that our investments in senior loans and subordinated debt will generally have stated terms of three to ten years. However, there are no constraints on the maturity or duration of any security the Company acquires. Our debt investments are not, and typically will not be, rated by any rating agency, but we believe that if such investments were rated, they would be below investment grade (rated lower than “Baa3” by Moody’s or lower than “BBB-” by Standard & Poor’s). In addition, we may invest without limit in non-rated or debt of any rating, by any rating organization.

 

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On July 16, 2004, the Company formed a wholly-owned subsidiary, MVC Financial Services, Inc. (“MVCFS”). MVCFS is incorporated in Delaware and its principal purpose is to provide advisory, administrative and other services to the Company and its portfolio companies.  The Company does not hold MVCFS for investment purposes. The results of MVCFS are consolidated into the Company and all inter-company accounts have been eliminated in consolidation.  On October 14, 2011, the Company formed a wholly-owned subsidiary, MVC Cayman, an exempted company incorporated in the Cayman Islands, to hold certain of its investments.  The results of MVC Cayman are also consolidated into the Company. During the fiscal year ended October 31, 2012 and thereafter, MVC Partners, LLC (“MVC Partners”) was consolidated with the operations of the Company as MVC Partners’ limited partnership interest in the PE Fund is a substantial portion of MVC Partners operations.  The consolidation of MVC Partners has not had any material effect on the financial position or net results of operations of the Company.  During fiscal year ended October 31, 2014, MVC Turf, Inc. (“MVC Turf”) was consolidated with the Company as MVC Turf was an MVC wholly-owned holding company. The consolidation of MVC Turf did not have any material effect on the financial position or net results of operations of the Company.  On March 7, 2017, the Company exchanged its shares of MVC Turf, the holding company that owned the Company’s LLC interest in Turf Products, for approximately $3.8 million of additional subordinated debt in Turf Products.  Prior to the exchange, the Company received a distribution from MVC Turf of approximately $323,000. The impact of the deconsolidation of MVC Turf on the Company’s financial condition and results of operations was immaterial.  As of October 31, 2017, MVC Turf is no longer consolidated with the Company.  Also, as of October 31, 2017, approximately $1.1 million of the Company’s cash and cash equivalents was held by MVC Cayman.

 

Our Board of Directors has the authority to change any of the strategies described in this report without seeking the approval of our shareholders. However, the 1940 Act prohibits us from altering or changing our investment objective, strategies or policies such that we cease to be a business development company, nor can we voluntarily withdraw our election to be regulated as a business development company, without the approval of the holders of a “majority of our outstanding voting securities,” as defined in the 1940 Act, of our shares.

 

Substantially all amounts not invested in securities of portfolio companies are invested in short-term, highly liquid money market investments, U.S. Government issued securities, or held in cash in interest bearing accounts. As of October 31, 2017, the Company’s investments in short-term securities, U.S. Government issued securities and cash and cash equivalents were valued at $106.7 million. Of that amount, approximately $5.3 million was restricted cash, $5.0 million related to the compensating balance for Credit Facility III (as defined below) with Santander Bank N.A. and $300,000 cash collateral related to a third-party letter of credit for RuMe.

 

CORPORATE HISTORY AND OFFICES

 

The Company was organized on December 2, 1999. Prior to July 2004, our name was meVC Draper Fisher Jurvetson Fund I, Inc. On March 31, 2000, the Company raised $330.0 million in an initial public offering whereupon it commenced operations as a closed-end investment company. On December 2, 2002, the Company announced it had begun doing business under the name MVC Capital.

 

We are a Delaware corporation and a non-diversified closed-end management investment company that has elected to be regulated as a business development company under the 1940 Act. On July 16, 2004, the Company formed MVCFS.

 

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Although the Company has been in operation since 2000, the year 2003 marked a new beginning for the Company. In February 2003, shareholders elected an entirely new board of directors.  (All but two of the independent members of the current Board of Directors were first elected at the February 2003 Annual Meeting of the shareholders.)  The Board of Directors developed a new long-term strategy for the Company. In September 2003, upon the recommendation of the Board of Directors, shareholders voted to adopt a new investment objective for the Company of seeking to maximize total return from capital appreciation and/or income. The Company’s prior objective had been limited to seeking long-term capital appreciation from venture capital investments in the information technology industries. Consistent with our broader objective, we adopted a more flexible investment strategy of providing equity and debt financing to small and middle-market companies in a variety of industries. With the recommendation of the Board of Directors, shareholders also voted to appoint Michael Tokarz as Chairman and Portfolio Manager to lead the implementation of our new objective and strategy and to stabilize the existing portfolio. Prior to the arrival of Mr. Tokarz and his new management team in November 2003, the Company had experienced significant valuation declines from investments made by the former management team.

 

Mr. Tokarz and his team managed the Company under an internal structure through October 31, 2006. On September 7, 2006, the shareholders of the Company approved the Advisory Agreement (with over 92% of the votes cast on the agreement voting in its favor) that provided for the Company to be externally managed by TTG Advisers. The agreement took effect on November 1, 2006. TTG Advisers is a registered investment adviser that is controlled by Mr. Tokarz. All of the individuals (including the Company’s investment professionals) that had been previously employed by the Company as of the fiscal year ended October 31, 2006 became employees of TTG Advisers.  The Company’s investment approach and selection process has remained the same under the externalized management structure.  Our Board of Directors, including all of the Independent Directors, last approved a renewal of the Advisory Agreement at an in-person meeting held on October 31, 2017.

 

Our principal executive office is located at 287 Bowman Avenue, Purchase, New York 10577 and our telephone number is (914) 701-0310.  Our website is http://www.mvccapital.com.  Copies of the Company’s annual regulatory filings on Form 10-K, quarterly regulatory filings on Form 10-Q, Form 8-K, other regulatory filings, code of ethics, audit committee charter, compensation committee charter, nominating and corporate governance committee charter, corporate governance guidelines, and privacy policy may be obtained from our website, free of charge.

 

OUR INVESTMENT STRATEGY

 

On November 6, 2003, Mr. Tokarz assumed his current positions as Chairman and Portfolio Manager.  We seek to implement our investment objective to maximize total return from capital appreciation and/or income through making a broad range of private investments in a variety of industries. The investments can include common and preferred stock, other forms of equity interests and warrants or rights to acquire equity interests, senior and subordinated loans, or convertible securities. During the fiscal year ended October 31, 2017, the Company made one new investment and 6 follow-on investments in 4 existing portfolio companies, committing a total of $7.5 million of capital to these investments.

 

Prior to the adoption of our current investment objective, the Company’s investment objective had been to achieve long-term capital appreciation from venture capital investments in information

 

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technology companies. The Company’s investments had thus previously focused on investments in equity and debt securities of information technology companies. As of October 31, 2017, 1.3% of our assets consisted of investments made by the Company’s former management team pursuant to the prior investment objective (the Legacy Investments”). We are, however, managing these Legacy Investments to try and realize maximum returns. At October 31, 2017, the fair value of the Legacy Investments was $5.4 million.  We generally seek to monetize these investments through a sale, public offering, merger or other reorganization.

 

Our new portfolio investments are made pursuant to our current objective and strategy. We are concentrating our investment efforts on small and middle-market companies that, in our view, provide opportunities to maximize total return from capital appreciation and/or income, though our current focus is more on yield generating investments. which can include, but is not be limited to senior and subordinated loans, convertible debt, common and preferred equity with a coupon or liquidation preference and warrants or rights to acquire equity interests (the “Yield-Focused Strategy”).  In fiscal year 2017, we have continued the transition to the Yield-Focused Strategy. We have done this through selling a number of equity investments, including our recently completed sale of U.S. Gas & Electric, Inc. (“U.S. Gas”), our then-largest portfolio company for approximately $127.4 million in total consideration, including the repayment of outstanding loans to the Company and accrued fees.  These sales and repayments have improved our liquidity position, which provides us with flexibility to redeploy capital into debt or similar income-producing investments.  The Company continues to seek to monetize various equity investments to further support the Yield-Focused Strategy.

 

Under our investment approach, we have the authority to invest, without limit, in any one company, subject to any required diversification limits for us to continue to qualify as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).  Presently due to our asset composition, compliance with the RIC requirements limits our ability to make additional investments that represent more than 5% of our total assets or more than 10% of the outstanding voting securities of an issuer (“Non-Diversified Investments”).

 

We participate in the private equity business generally by providing negotiated equity and/or long-term debt investment capital. Our financing is generally used to fund growth, buyouts, acquisitions, recapitalizations, note purchases and/or bridge financings. We are typically the lead investor in such transactions, but may also provide equity and debt financing to companies led by private equity firms or others. We generally invest in private companies, though, from time to time, we may invest in small public companies that lack adequate access to public capital.

 

We may also seek to achieve our investment objective by establishing a subsidiary or subsidiaries that would serve as general partner to a private equity or other investment fund(s).  Furthermore, the Board of Directors authorized the establishment of the MVC Private Equity Fund, L.P. (“PE Fund”), for which an indirect wholly-owned subsidiary, MVC GP II, LLC (“MVC GP II”), of the Company serves as the GP.  On October 29, 2010, through MVC Partners and MVCFS, the Company committed to invest approximately $20.1 million in the PE Fund.  The PE Fund closed on approximately $104 million of capital commitments.  As of October 31, 2017, $14.6 million of the Company’s commitment has been contributed.  The Company’s Board of Directors authorized the establishment of, and investment in, the PE Fund for a variety of reasons, including the Company’s ability to make Non-Diversified Investments through the PE Fund. As previously disclosed, the Company is restricted in its ability to make Non-Diversified Investments.  For

 

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services provided to the PE Fund, the GP and MVC Partners are together entitled to receive 25% of all management fees and other fees paid by the PE Fund and its portfolio companies and up to 30% of the carried interest generated by the PE Fund.  Further, at the direction of the Board of Directors, the GP retained TTG Advisers to serve as the portfolio manager of the PE Fund.  In exchange for providing those services, and pursuant to the Board of Directors’ authorization and direction, TTG Advisers is entitled to receive the balance of the fees and any carried interest generated by the PE Fund and its portfolio companies.  Given this separate arrangement with the GP and the PE Fund, under the terms of the Company’s Advisory Agreement with TTG Advisers, TTG Advisers is not entitled to receive from the Company a management fee or an incentive fee on assets of the Company that are invested in the PE Fund. During the fiscal year ended October 31, 2012 and thereafter, MVC Partners was consolidated with the operations of the Company as MVC Partners’ limited partnership interest in the PE Fund is a substantial portion of MVC Partners operations.  Previously, MVC Partners was presented as a portfolio company on the Schedule of Investments.  The consolidation of MVC Partners has not had any material effect on the financial position or net results of operations of the Company.  Also, during fiscal year ended October 31, 2014, MVC Turf was consolidated with the Company as MVC Turf was an MVC wholly-owned holding company.  The consolidation of MVC Turf did not have a material effect on the financial position or net results of operations of the Company.  On March 7, 2017, the Company exchanged its shares of MVC Turf for approximately $3.8 million of additional subordinated debt in Turf Products.  MVC Turf is no longer consolidated with the Company.  Please see Note 2 of our consolidated financial statements “Consolidation” for more information.

 

As a result of the closing of the PE Fund, consistent with the Board-approved policy concerning the allocation of investment opportunities, the PE Fund received a priority allocation of all private equity investments that would otherwise be Non-Diversified Investments for the Company during the PE Fund’s investment period that ended on October 28, 2014.  Additional capital may be called for follow-on investments in existing portfolio companies of the PE Fund or to pay operating expenses of the PE Fund until the partnership is no longer extended.

 

Additionally, in pursuit of our objective, we may acquire a portfolio of existing private equity or debt investments held by financial institutions or other investment funds should such opportunities arise.

 

Furthermore, pending investments in portfolio companies pursuant to the Company’s principal investment strategy, the Company may invest in certain securities on a short-term or temporary basis.  In addition to cash-equivalents and other money market-type investments, such short-term investments may include exchange-traded funds and private investment funds offering periodic liquidity.

 

As of October 31, 2017 and October 31, 2016, the fair value/market value of the invested portion (excluding cash, escrow receivables and U.S. Treasury obligations) of our net assets as a percentage consisted of the following:

 

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Fair Value/Market Value as a Percentage of Our Net Assets

 

Type of Investment

 

 

As of October 31, 2017

 

As of October 31, 2016

 

 

 

 

 

 

 

Senior/Subordinated Loans and Credit facilities

 

54.84

%

50.76

%

Common Stock

 

13.53

%

6.38

%

Warrants

 

0.50

%

0.67

%

Preferred Stock

 

9.21

%

41.20

%

Guarantees and Letters of Credit

 

(0.20

)%

(0.10

)%

Common Equity Interest

 

20.06

%

19.25

%

LP Interest of the PE Fund

 

6.37

%

9.00

%

GP Interest of the PE Fund

 

0.16

%

0.23

%

LLC Interest

 

0.00

%

1.43

%

 

Substantially all amounts not invested in securities of portfolio companies are invested in short-term, highly liquid money market investments, U.S. Government issued securities, or held in cash in an interest bearing account. As of October 31, 2017, these holdings were valued at approximately $106.7 million or 38.2% of net assets.

 

The current portfolio has investments in a variety of industries, including energy, specialty chemicals, automotive dealerships, electrical engineering, medical devices, consumer products, value-added distribution, industrial manufacturing, financial services, and information technology in a variety of geographical areas, including the United States and Europe.

 

On October 10, 2017, the Board detailed its unanimously approved plan seeking to increase shareholder value through, among other things, continued implementation of the Yield-Focused Strategy and increasing the quarterly dividend to $0.15 per share from $0.135 per share.

 

Market. We have developed and maintain relationships with intermediaries, including investment banks, industry executives, financial services companies and private mezzanine and equity sponsors to source investment opportunities. Through these relationships, we have been able to strengthen our position as an investor.

 

Investment Criteria. Prospective investments are evaluated by the investment team based upon criteria that may be modified from time to time. The criteria currently being used by management in determining whether to make an investment in a prospective portfolio company include, but are not limited to, management’s view of:

 

·                  Opportunity to revitalize and redirect a company’s resources and strategy;

 

·                  Stable free cash flow of the business;

 

·                  Businesses with secure market niches and predictable profit margins;

 

·                  The presence or availability of highly qualified management teams;

 

·                  The line of products or services offered and their market potential;

 

·                  The presence of a sustainable competitive advantage;

 

·                  Favorable industry and competitive dynamics; and

 

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·                  Yield potential offered by an investment in such company.

 

Due diligence includes a thorough review and analysis of the business plan and operations of a potential portfolio company. We generally perform financial and operational due diligence, study the industry and competitive landscape, and meet with current and former employees, customers, suppliers and/or competitors. In addition, as applicable, we engage attorneys, independent accountants and other consultants to assist with legal, environmental, tax, accounting and marketing due diligence.

 

Investment Sourcing. Mr. Tokarz and the other investment professionals have established an extensive network of investment referral relationships. Our network of relationships with investors, lenders and intermediaries includes:

 

·                                          Private mezzanine and equity investors;

 

·                                          Investment banks;

 

·                                          Industry executives;

 

·                                          Business brokers;

 

·                                          Merger and acquisition advisors;

 

·                                          Financial services companies; and

 

·                                          Banks, law firms and accountants.

 

Allocation of Investment Opportunities.  In allocating investment opportunities, TTG Advisers adheres to the following policy, which was approved by the Board of Directors: TTG Advisers will generally give the Company priority with respect to all investment opportunities in (i) mezzanine and debt securities and (ii) equity or other “non-debt” investments that are (a) expected to be equal to or less than the lesser of 10% of the Company’s net assets or $25.0 million, and (b) issued by U.S. companies with less than $150.0 million in revenues during the prior twelve months (“MVC Targeted Investments”); provided that such priority may be shared with any other investment vehicle managed by TTG Advisers so long as: (i) such vehicle is subject to the Order (defined below) granted to MVC (an “Other Vehicle”), and (ii) to the extent TTG Advisers determines the opportunity to be suitable and appropriate for each of MVC and the vehicle to participate in such investment at that time, then MVC shall co-invest with the Other Vehicle in such opportunity in accordance with, and subject to, the terms and conditions of the Order.  The PE Fund received a priority allocation of all the new equity investments (i.e., not follow-on investments in existing MVC portfolio companies) that would otherwise be Non-Diversified Investments for the Company, which will terminate on the deployment of 80% of the committed capital of the PE Fund.  The investment period related to the PE Fund has ended.  Additional capital may be called for follow-on investments in existing portfolio companies of the PE Fund or to pay operating expenses of the PE Fund.  In addition, pursuant to a shared services arrangement with PPC Enterprises LLC (“PPC”), a registered investment adviser (of which Mr. Tokarz is a co-founder and investment team member) that provides advisory services to Series A of Public Pension Capital, LLC (the “PPC Fund”), a private equity fund, Firm personnel may refer to PPC and the PPC Fund any investment that is not: (i) an MVC Targeted Investment; and (ii) in a company that, at the time of acquisition,

 

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has EBITDA in excess of $25 million or is expected to require, either at such time or over time, in excess of $25 million in aggregate equity capital (i.e., an investment that is outside of the PE Fund’s investment focus pursuant to its governing documents).

 

Investment Structure. Portfolio company investments typically will be negotiated directly with the prospective portfolio company or its affiliates. The investment professionals will structure the terms of a proposed investment, including the purchase price, the type of security to be purchased or financing to be provided and the future involvement of the Company and affiliates in the portfolio company’s business (including potential representation on its Board of Directors). The investment professionals will seek to structure the terms of the investment as to provide for the capital needs of the portfolio company and at the same time seek to maximize the Company’s total return.

 

Once we have determined that a prospective portfolio company is a suitable investment, we work with the management and, in certain cases, other capital providers, such as senior, junior and/or equity capital providers, to structure an investment.  We negotiate on how our investment is expected to relate relative to the other capital in the portfolio company’s capital structure.

 

We make preferred and common equity investments in companies as a part of our investing activities, particularly when we see a unique opportunity to profit from the growth of a company and the potential to enhance our returns. At times, we may invest in companies that are undergoing new strategic initiatives or a restructuring but have several of the above attributes and a management team that we believe has the potential to successfully execute their plans. Preferred equity investments may be structured with a dividend yield, which may provide us with a current return, if earned and received by the Company.

 

Our senior, subordinated and mezzanine debt investments are tailored to the facts and circumstances of the deal. The specific structure is negotiated over a period of several weeks and is designed to seek to protect our rights and manage our risk in the transaction. We may structure the debt instrument to require restrictive affirmative and negative covenants, default penalties, lien protection, equity calls, take control provisions and board observation. Our debt investments are not, and typically will not be, rated by any rating agency, but we believe that if such investments were rated, they would be below investment grade quality (rated lower than “Baa3” by Moody’s or lower than “BBB—“ by Standard & Poor’s, commonly referred to as “junk bonds”).

 

Our mezzanine debt investments are typically structured as subordinated loans (with or without warrants) that carry a fixed rate of interest.  The loans may have interest-only payments in the early years and payments of both principal and interest in the later years, with maturities of three to ten years, although debt maturities and principal amortization schedules vary.

 

Our mezzanine debt investments may include equity features, such as warrants or options to buy a minority interest in a portfolio company. Any warrants or other rights we receive with our debt securities generally require only a nominal cost to exercise, and thus, as the portfolio company appreciates in value, we may achieve additional investment return from this equity interest. We may structure the warrants to provide minority rights provisions and event-driven puts. We may seek to achieve additional investment return from the appreciation and sale of our warrants.

 

Under certain circumstances, the Company or PE Fund may acquire more than 50% of the common stock of a company in a control buyout transaction. In addition to our common equity

 

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investment, we may also provide additional capital to the controlled portfolio company in the form of senior loans, subordinated debt or preferred stock.

 

We fund new investments using cash, the reinvestment of accrued interest and dividends in debt and equity securities, or the current reinvestment of interest and dividend income through the receipt of a debt or equity security (payment-in-kind income).  From time to time, we may also opt to reinvest accrued interest receivable in a new debt or equity security, in lieu of receiving such interest in cash and funding a subsequent investment. We may also acquire investments through the issuance of common or preferred stock, debt, or warrants representing rights to purchase shares of our common or preferred stock.  The issuance of our stock as consideration may provide us with the benefit of raising equity without having to access the public capital markets in an underwritten offering, including the added benefit of the elimination of any commissions payable to underwriters.

 

Providing Management Assistance. As a business development company, we are required to make managerial assistance available to the companies in our investment portfolio. In addition to the interest and dividends received from our investments, we often generate additional fee income for the structuring, diligence, transaction, administration and management services and financial guarantees we provide to our portfolio companies through the Company or our wholly-owned subsidiary, MVCFS.  In some cases, officers, directors and employees of the Company or the Adviser may serve as members of the Board of Directors or Board of Directors observers of portfolio companies.  The Company may provide guidance and management assistance to portfolio companies with respect to such matters as budgets, profit goals, business and financing strategies, management additions or replacements and plans for liquidity events for portfolio company investors such as a merger or initial public offering.

 

Portfolio Company Monitoring. We monitor our portfolio companies closely to determine whether or not they continue to be attractive candidates for further investment. Specifically, we monitor their ongoing performance and operations and provide guidance and assistance where appropriate. We would decline additional investments in portfolio companies that, in TTG Advisers’ view, do not continue to show promise. However, we may make follow-on investments in portfolio companies that we believe may perform well in the future.

 

TTG Advisers follows established procedures for monitoring equity and loan investments. The investment professionals have developed a multi-dimensional flexible rating system for all of the Company’s portfolio investments. The rating grids are updated regularly and reviewed by the Portfolio Manager, together with the investment team. Additionally, the Company’s Valuation Committee (the “Valuation Committee”) meets at least quarterly, to review a written valuation memorandum and materials for each portfolio company and to discuss business updates. Furthermore, the Company’s Chief Compliance Officer administers the Company’s compliance policies and procedures, which includes the Company’s investments in portfolio companies.

 

We exit our investments generally when a liquidity event takes place, such as the sale, recapitalization or initial public offering of a portfolio company. Our equity holdings, including shares underlying warrants, after the exercise of such warrants, typically include registration rights, which would allow us to sell the securities if the portfolio company completes a public offering.

 

Investment Approval Procedures. Generally, prior to approving any new investment, we follow the process outlined below. We usually conduct one to four months of due diligence and

 

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structuring before an investment is considered for approval. However, depending on the type of investment being contemplated, this process may be longer or shorter.

 

The typical key steps in our investment approval process are:

 

·                  Initial investment screening by deal person or investment team;

 

·                  Investment professionals present an investment proposal containing key terms and understandings (verbal and written) to the entire investment team;

 

·                  Our Chief Compliance Officer reviews the proposed investment for compliance with the 1940 Act, the Code and all other relevant rules and regulations;

 

·                  Investment professionals are authorized to commence due diligence;

 

·                  Any investment professional can call a meeting, as deemed necessary, to: (i) review the due diligence reports; (ii) review the investment structure and terms; (iii) or to obtain any other information deemed relevant;

 

·                  Once all due diligence is completed, the proposed investment is rated using a rating system, which tests several factors including, but not limited to, cash flow, EBITDA growth, management and business stability. We use this rating system as the base line for tracking the investment in the future;

 

·                  Our Chief Compliance Officer confirms that the proposed investment will not cause us to violate the 1940 Act, the Code or any other applicable rule or regulation;

 

·                  Mr. Tokarz approves the transaction; and

 

·                  The investment is funded.

 

Hedging Transactions.  The Company, in the Adviser’s complete discretion, may also (but is not obligated to) enter into derivative or other transactions (such as forward, futures or options transactions) seeking to hedge the Company’s or a portfolio company’s exposure to currency, commodity or other risks.

 

Employees. Since the effectiveness of the Advisory Agreement on November 1, 2006, the Company has not had any direct employees.  TTG Advisers employs 20 individuals, including investment and portfolio management professionals, operations professionals and administrative staff.

 

OPERATING EXPENSES

 

During the fiscal year ended October 31, 2017, the Company bore the costs relating to the Company’s operations, including fees and expenses of the Independent Directors; fees of unaffiliated transfer agents, registrars and disbursing agents; legal and accounting expenses; costs of printing and mailing proxy materials and reports to shareholders; NYSE fees; management fee; incentive fee, if applicable; travel and due diligence costs related to investments; custodian fees and other extraordinary or nonrecurring expenses and other expenses properly payable by the Company.  It should be noted that the Company and TTG Advisers had entered into an agreement pursuant to

 

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which TTG Advisers would absorb or reimburse operating expenses of the Company to the extent necessary to limit the Company’s expense ratio to 3.5% in each of the 2009 and 2010 fiscal years (the consolidated expenses of the Company, including any amounts payable to TTG Advisers under the base management fee, but excluding the amount of any interest and other direct borrowing costs, taxes, incentive compensation, payments made by the GP of the PE Fund to TTG Advisers pursuant to the Portfolio Management Agreement between the GP and TTG Advisers respecting the PE Fund and extraordinary expenses taken as a percentage of the Company’s average net assets).  On various dates, TTG Advisers and the Company entered into annual agreements to extend the expense cap of 3.5% to the 2011, 2012, 2013, 2014 and 2015 fiscal years (“Expense Limitation Agreement”).  On October 29, 2015, the Company and the Adviser agreed, with respect to fiscal year 2016, to lower the expense cap percentage to 3.25% and modify the methodology so that the cap limits the Company’s ratio of expenses to total assets less cash (the “Modified Methodology”), consistent with the asset level used to calculate the base management fee. (The expenses covered by the cap remain unchanged.)  The amount of any payments made by the GP of the PE Fund to TTG Advisers pursuant to the Portfolio Management Agreement between the GP and TTG Advisers respecting the PE Fund continues to be excluded from the calculation of the Company’s expense ratio under the Expense Limitation Agreement.  In addition, for fiscal years 2010 through 2017, TTG Advisers voluntarily agreed to waive $150,000 of expenses that the Company is obligated to reimburse to TTG Advisers under the Advisory Agreement (the “Voluntary Waiver”).  TTG Advisers also voluntarily agreed that any assets of the Company that are invested in exchange-traded funds would not be taken into account in the calculation of the base management fee due to TTG Advisers under the Advisory Agreement.  As of October 31, 2017, the Company did not have an investment in an exchange-traded fund.  On October 28, 2016, the Board approved the renewal of the Advisory Agreement for the 2017 fiscal year. The Adviser agreed to continue to waive a portion of the base management fee so that it is reduced to 1.50% for fiscal year 2017.  Furthermore, the Company and the Adviser, similar to fiscal year 2016, agreed on an expense cap for fiscal 2017 of 3.25% under the Modified Methodology.  For fiscal year 2018, the Adviser has agreed to continue the 3.25% expense cap under the Modified Methodology. In addition, the Adviser has agreed, effective November 1, 2017, to a revised management fee structure that ties management fees to the NAV discount1 as follows: (A) If the Company’s NAV discount is greater than 20%, the management fee for the current quarter is reduced to 1.25%; (B) If the NAV discount is between 10% and 20%, the management fee will be 1.50%; and (C) If the NAV discount is less than 10% or eliminated, the 1.50% management fee would be re-examined, but in no event would it exceed 1.75%.

 

Under the externalized structure, all investment professionals of TTG Advisers and its staff, when and to the extent engaged in providing services required to be provided by TTG Advisers under the Advisory Agreement and the compensation and routine overhead expenses of such personnel allocable to such services, are provided and paid for by TTG Advisers and not by the Company, except that costs or expenses relating to the following items are borne by the Company:  (i) the cost and expenses of any independent valuation firm; (ii) expenses incurred by TTG Advisers payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on its prospective portfolio companies, provided, however, the retention by TTG Advisers of any third party to perform such services shall require the advance approval of

 


1  All NAV discount calculations are arrived at by taking the average daily discount to NAV for a quarter (i.e., the discount to the most recently determined NAV per share at which the Company stock price closes on any given day for the quarter based on the prior fiscal quarter’s NAV per share).

 

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the board (which approval shall not be unreasonably withheld) if the fees for such services are expected to exceed $30,000; once the third party is approved, any expenditure to such third party will not require additional approval from the board; (iii) interest payable on debt and other direct borrowing costs, if any, incurred to finance the Company’s investments or to maintain its tax status; (iv) offerings of the Company’s common stock and other securities; (v) investment advisory and management fees; (vi) fees and payments due under any administration agreement between the Company and its administrator; (vii) transfer agent and custodial fees; (viii) federal and state registration fees; (ix) all costs of registration and listing the Company’s shares on any securities exchange; (x) federal, state and local taxes; (xi) independent directors’ fees and expenses; (xii) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC); (xiii) costs of any reports, proxy statements or other notices to stockholders, including printing and mailing costs; (xiv) the cost of the Company’s fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; (xv) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, independent auditors and outside legal costs; (xvi) the costs and expenses associated with the establishment of a special purpose vehicle; (xvii) the allocable portion of the cost (excluding office space) of the Company’s Chief Financial Officer, Chief Compliance Officer and Secretary in an amount not to exceed $200,000, per year, in the aggregate;  (xviii) subject to a cap of $150,000 in any fiscal year of the Company, fifty percent of the unreimbursed travel and other related (e.g., meals) out-of-pocket expenses (subject to item (ii) above) incurred by TTG Advisers in sourcing investments for the Company; provided that, if the investment is sourced for multiple clients of TTG Advisers, then the Company shall only reimburse fifty percent of its allocable pro rata portion of such expenses; and (xix) all other expenses incurred by the Company in connection with administering the Company’s business (including travel and other out-of-pocket expenses (subject to item (ii) above) incurred in providing significant managerial assistance to a portfolio company).

 

VALUATION OF PORTFOLIO SECURITIES

 

Pursuant to the requirements of the 1940 Act and in accordance with the Accounting Standards Codification (“ASC”), Fair Value Measurements and Disclosures (“ASC 820”), we value our portfolio securities at their current market values or, if market quotations are not readily available, at their estimated fair values. Because our portfolio company investments generally do not have readily ascertainable market values, we record these investments at fair value in accordance with our Valuation Procedures adopted by the Board of Directors, which are consistent with ASC 820.  As permitted by the SEC, the Board of Directors has delegated the responsibility of making fair value determinations to the Valuation Committee, subject to the Board of Directors’ supervision and pursuant to our Valuation Procedures.  Our Board of Directors may also hire independent consultants to review our Valuation Procedures or to conduct an independent valuation of one or more of our portfolio investments.

 

Pursuant to our Valuation Procedures, the Valuation Committee (which is comprised of three Independent Directors) determines fair values of portfolio company investments on a quarterly basis (or more frequently, if deemed appropriate under the circumstances). In doing so, the Committee considers the recommendations of TTG Advisers.  The Committee also takes into account input and reviews by third party consultants retained to support the Company’s valuation process. The Company has also adopted other enhanced processes related to valuations of controlled/affiliated portfolio companies. Any changes in valuation are recorded in the consolidated statements of operations as “Net unrealized appreciation (depreciation) on investments.”

 

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Currently, our NAV per share is calculated and published on a quarterly basis.  The Company calculates our NAV per share by subtracting all liabilities from the total value of our portfolio securities and other assets and dividing the result by the total number of outstanding shares of our common stock on the date of valuation.  Fair values of foreign investments reflect exchange rates, as applicable, in effect on the last business day of the quarter end.  Exchange rates fluctuate on a daily basis, sometimes significantly.  Exchange rate fluctuations following the most recent fiscal year end are not reflected in the valuations reported in this Annual Report.  See Item 1A Risk Factor, “Investments in foreign debt or equity may involve significant risks in addition to the risks inherent in U.S. investments.”

 

At October 31, 2017, approximately 64.61% of total assets represented investments in portfolio companies recorded at fair value (“Fair Value Investments”).

 

Under most circumstances, at the time of acquisition, Fair Value Investments are carried at cost (absent the existence of conditions warranting, in management’s and the Valuation Committee’s view, a different initial value).  During the period that an investment is held by the Company, its original cost may cease to approximate fair value as the result of market and investment specific factors.  No pre-determined formula can be applied to determine fair value.  Rather, the Valuation Committee analyzes fair value measurements based on the value at which the securities of the portfolio company could be sold in an orderly disposition over a reasonable period of time between willing parties, other than in a forced or liquidation sale.  The liquidity event whereby the Company ultimately exits an investment is generally the sale, the merger, the recapitalization of a portfolio company or a public offering of its securities.

 

Valuation Methodology

 

There is no one methodology to determine fair value and, in fact, for any portfolio security, fair value may be expressed as a range of values, from which the Company derives a single estimate of fair value.  To determine the fair value of a portfolio security, the Valuation Committee analyzes the portfolio company’s financial results and projections, publicly traded comparable companies when available, comparable private transactions when available, precedent transactions in the market when available, third-party real estate and asset appraisals if appropriate and available, discounted cash flow analysis, if appropriate, as well as other factors.  The Company generally requires, where practicable, Portfolio Companies to provide annual audited and more regular unaudited financial statements, and/or annual projections for the upcoming fiscal year.

 

The fair value of our portfolio securities is inherently subjective. Because of the inherent uncertainty of fair valuation of portfolio securities and escrow receivables that do not have readily ascertainable market values, our estimate of fair value may significantly differ from the value that would have been used had a ready market existed for the securities. Such values also do not reflect brokers’ fees or other selling costs, which might become payable on disposition of such investments.

 

ASC 820 provides a framework for measuring the fair value of assets and liabilities and provides guidance regarding a fair value hierarchy, which prioritizes information used to measure value.  In determining fair value, the Valuation Committee primarily uses the level 3 inputs referenced in ASC 820.

 

ASC 820 defines fair value in terms of the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the

 

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measurement date. The price used to measure the fair value is not adjusted for transaction costs while the cost basis of our investments may include initial transaction costs. Under ASC 820, the fair value measurement also assumes that the transaction to sell an asset occurs in the principal market for the asset or, in the absence of a principal market, the most advantageous market for the asset. The principal market is the market in which the reporting entity would sell or transfer the asset with the greatest volume and level of activity for the asset to which the reporting entity has access to as of the measurement date.  If no market for the asset exists or if the reporting entity does not have access to the principal market, the reporting entity should use a hypothetical market.

 

Our investments are carried at fair value in accordance with ASC 820. Unrestricted minority-owned publicly traded securities for which market quotations are readily available are valued at the closing market quote on the valuation date and majority-owned publicly traded securities and other privately held securities are valued as determined in good faith by the Valuation Committee of the Board of Directors. For legally or contractually restricted securities of companies that are publicly traded, the value is based on the closing market quote on the valuation date minus a discount for the restriction.  At October 31, 2017, we did not own restricted or unrestricted securities of any publicly traded company in which we have a majority-owned interest, but did own two securities in which we have a minority-owned interest.

 

If a security is publicly traded, the fair value is generally equal to the market value based on the closing price on the principal exchange on which the security is primarily traded, unless the security is restricted and in such a case, a discount is applied for the restriction.

 

For equity securities of Portfolio Companies, the Valuation Committee estimates the fair value based on market and/or income approach with value then attributed to equity or equity like securities using the enterprise value waterfall (“Enterprise Value Waterfall”) valuation methodology.  Under the Enterprise Value Waterfall valuation methodology, the Valuation Committee estimates the enterprise fair value of the portfolio company and then waterfalls the enterprise value over the portfolio company’s securities in order of their preference relative to one another.  To assess the enterprise value of the portfolio company, the Valuation Committee weighs some or all of the traditional market valuation methods and factors based on the individual circumstances of the portfolio company in order to estimate the enterprise value.  The methodologies for performing assets may be based on, among other things:  valuations of comparable public companies, recent sales of private and public comparable companies, discounting the forecasted cash flows of the portfolio company, third party valuations of the portfolio company, considering offers from third parties to buy the company, estimating the value to potential strategic buyers and considering the value of recent investments in the equity securities of the portfolio company, and third-party asset and real estate appraisals.  For non-performing assets, the Valuation Committee may estimate the liquidation or collateral value of the portfolio company’s assets.  The Valuation Committee also takes into account historical and anticipated financial results.

 

The Company does not utilize hedge accounting and instead, when applicable, marks its derivatives to market on the Company’s consolidated statement of operations.

 

In assessing enterprise value, the Valuation Committee considers the mergers and acquisitions (“M&A”) market as the principal market in which the Company would sell its investments in portfolio companies under circumstances where the Company has the ability to control or gain control of the board of directors of the portfolio company (“Control Companies”).  This approach is

 

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consistent with the principal market that the Company would use for its portfolio companies if the Company has the ability to initiate a sale of the portfolio company as of the measurement date, i.e., if it has the ability to control or gain control of the board of directors of the portfolio company as of the measurement date.  In evaluating if the Company can control or gain control of a portfolio company as of the measurement date, the Company takes into account its equity securities on a fully diluted basis, as well as other factors.

 

For non-Control Companies, consistent with ASC 820, the Valuation Committee considers a hypothetical secondary market as the principal market in which it would sell investments in those companies.  The Company also considers other valuation methodologies such as the Option Pricing Method and liquidity preferences when valuing minority equity positions of a portfolio company.

 

For loans and debt securities of non-Control Companies (for which the Valuation Committee has identified the hypothetical secondary market as the principal market), the Valuation Committee determines fair value based on the assumptions that a hypothetical market participant would use to value the security in a current hypothetical sale using a market yield (“Market Yield”) valuation methodology.  In applying the Market Yield valuation methodology, the Valuation Committee determines the fair value based on such factors as third party broker quotes (if available) and market participant assumptions, including synthetic credit ratings, estimated remaining life, current market yield and interest rate spreads of similar securities as of the measurement date.

 

Estimates of average life are generally based on market data of the average life of similar debt securities.  However, if the Valuation Committee has information available to it that the debt security is expected to be repaid in the near term, the Valuation Committee would use an estimated life based on the expected repayment date.

 

The Valuation Committee determines fair value of loan and debt securities of Control Companies based on the estimate of the enterprise value of the portfolio company.  To the extent the enterprise value exceeds the remaining principal amount of the loan and all other debt securities of the company, the fair value of such securities is generally estimated to be par.  However, where the enterprise value is less than the remaining principal amount of the loan and all other debt securities, the Valuation Committee may discount the value of such securities to reflect an impairment.

 

For the Company’s or its subsidiary’s investment in the PE Fund, for which an indirect wholly-owned subsidiary of the Company serves as the general partner (the “GP”) of the PE Fund, the Valuation Committee relies on the GP’s determination of the fair value of the PE Fund which will be generally valued, as a practical expedient, utilizing the net asset valuations provided by the GP, which will be made:  (i) no less frequently than quarterly as of the Company’s fiscal quarter end and (ii) with respect to the valuation of PE Fund investments in portfolio companies, will be based on methodologies consistent with those set forth in the Company’s valuation procedures.  In making its determinations, the GP considers and generally relies on TTG Advisers’ recommendations.  The determination of the net asset value of the Company’s or its subsidiary’s investment in the PE Fund will follow the methodologies described for valuing interests in private investment funds (“Investment Vehicles”) described below.  Additionally, when both the Company and the PE Fund hold investments in the same portfolio company, the GP’s Fair Value determination shall be based on the Valuation Committee’s determination of the Fair Value of the Company’s portfolio security in that portfolio company.

 

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As permitted under GAAP, the Company’s interests in private investment funds are generally valued, as a practical expedient, utilizing the net asset valuations provided by management of the underlying Investment Vehicles, without adjustment, unless TTG Advisers is aware of information indicating that a value reported does not accurately reflect the value of the Investment Vehicle, including any information showing that the valuation has not been calculated in a manner consistent with GAAP.  Net unrealized appreciation (depreciation) of such investments is recorded based on the Company’s proportionate share of the aggregate amount of appreciation (depreciation) recorded by each underlying Investment Vehicle.  The Company’s proportionate investment interest includes its share of interest and dividend income and expense, and realized and unrealized gains and losses on securities held by the underlying Investment Vehicles, net of operating expenses and fees.  Realized gains and losses on distributions from Investment Vehicles are generally recognized on a first in, first out basis.

 

The Company applies the practical expedient to interests in Investment Vehicles on an investment by investment basis, and consistently with respect to the Company’s entire interest in an investment.  The Company may adjust the valuation obtained from an Investment Vehicle with a premium, discount or reserve if it determines that the net asset value is not representative of fair value.

 

If the Company intends to sell all or a portion of its interest in an Investment Vehicle to a third-party in a privately negotiated transaction near the valuation date, the Company will consider offers from third parties to buy the interest in an Investment Vehicle in valuations, which may be discounted for both probability of close and time.

 

When the Company receives nominal cost warrants or free equity securities (“nominal cost equity”) with a debt security, the Company typically allocates its cost basis in the investment between debt securities and nominal cost equity at the time of origination.  If the Company is not reimbursed for investment or transaction related costs at the time an investment is made, the Company typically capitalizes those costs to the cost basis of the investment.

 

Interest income, adjusted for amortization of premium and accretion of discount on a yield to maturity methodology, is recorded on an accrual basis to the extent that such amounts are expected to be collected.  Origination and/or closing fees associated with investments in portfolio companies are accreted into income over the respective terms of the applicable loans.  Upon the prepayment of a loan or debt security, any unamortized original issue discount or market discount is recorded as interest income. Prepayment premiums are recorded on loans when received as interest income.  Dividend income, if any, is recognized on an accrual basis on the ex-dividend date to the extent that the Company expects to collect such amounts.

 

For loans, debt securities, and preferred securities with contractual payment-in-kind interest or dividends, which represent contractual interest/dividends accrued and added to the loan balance or liquidation preference that generally becomes due at maturity, the Company will not ascribe value to payment-in-kind interest/dividends, if the portfolio company valuation indicates that the payment-in-kind interest is not collectible.  However, the Company may ascribe value to payment-in-kind interest if the health of the portfolio company and the underlying securities are not in question.  All payment-in-kind interest that has been added to the principal balance or capitalized is subject to ratification by the Valuation Committee.   For interest or deferred interest receivables purchased by the Company at a discount to their outstanding amount, the Company amortizes the discount using the effective yield method and records it as interest income over the life of the loan.

 

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The Company will not ascribe value to the interest or deferred interest, if the Company has determined that the interest is not collectible.

 

Escrows from the sale of a portfolio company are generally valued at an amount, which may be expected to be received from the buyer under the escrow’s various conditions and discounted for both risk and time.

 

ASC 460, Guarantees, requires the Company to estimate the fair value of the guarantee obligation at its inception and requires the Company to assess whether a probable loss contingency exists in accordance with the requirements of ASC 450, Contingencies.  The Valuation Committee typically will look at the pricing of the security in which the guarantee provided support for the security and compare it to the price of a similar or hypothetical security without guarantee support.  The difference in pricing will be discounted for time and risk over the period in which the guarantee is expected to remain outstanding.

 

CUSTODIAN

 

US Bank National Association is the primary custodian (the “Primary Custodian”) of the Company’s portfolio securities.  The principal business office of the Primary Custodian is 1555 North River Center Drive, Suite 302, Milwaukee, WI 53212.

 

Branch Banking and Trust Company (“BB&T”) also serves as the custodian for certain securities and other assets of the Company.  The principal business office of BB&T is 200 West 2nd Street, Winston Salem, North Carolina 27101.

 

Santander Bank N.A. and Wintrust Bank also serve as custodians for certain assets of the Company. The principal business office of Santander Bank N.A. is 75 State Street, Boston, Massachusetts 02109 and the principal business office of Wintrust Bank is 9700 W. Higgins Road, Suite 800, Rosemont, Illinois 60018.

 

TRANSFER AGENT AND PLAN AGENT

 

The Company employs Computershare Ltd. (the Plan Agent”) as its transfer agent to record transfers of the shares, maintain proxy records, process distributions and to act as agent for each participant in the Company’s dividend reinvestment plan. The principal business office of the Plan Agent is 250 Royall Street, Canton, Massachusetts 02021 and the phone number for the plan agent is (781) 575-2000.

 

CERTAIN GOVERNMENT REGULATIONS

 

We operate in a highly regulated environment. The following discussion generally summarizes certain government regulations.

 

Business Development Company. A business development company is defined and subject to the regulations of the 1940 Act. A business development company must be organized in the United States for the purpose of investing in or lending to primarily private companies and making managerial assistance available to them. A business development company may use capital provided by public shareholders and from other sources to invest in long-term, private investments in businesses.

 

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As a business development company, we may not acquire any asset other than “qualifying assets” unless, at the time we make the acquisition, the value of our qualifying assets represents at least 70% of the value of our total assets.  In accordance with the 1940 Act, valuation for these purposes are based on the Company’s most recently filed quarterly or annual report, as applicable.  The principal categories of qualifying assets relevant to our business are:

 

(1)                                Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions):

 

(a) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated person of an eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC. An eligible portfolio company is defined in the 1940 Act as any issuer which:

 

(i)                                     is organized under the laws of, and has its principal place of business in, the United States;

 

(ii)                                  is not an investment company (other than a small business investment company wholly-owned by the business development company) or a company that would be an investment company but for certain exclusions under the 1940 Act; and

 

(iii)                               satisfies one of the following:

 

·                  does not have any class of securities with respect to which a broker or dealer may extend margin credit;

 

·                  is controlled by a business development company or a group of companies including a business development company and the business development company has an affiliated person who is a director of the eligible portfolio company; or

 

·                  is a small and solvent company having total assets of not more than $4.0 million and capital and surplus of not less than $2.0 million.

 

(b) is a company that meets the requirements of (a)(i) and (ii) above, but is not an eligible portfolio company because it has issued a class of securities on a national securities exchange, if:

 

(i) at the time of the purchase, we own at least 50% of the (x) greatest number of equity securities of such issuer and securities convertible into or exchangeable for such securities; and (y) the greatest amount of debt securities of such issuer, held by us at any point in time during the period when such issuer was an eligible portfolio company; and

 

(ii) we are one of the 20 largest holders of record of such issuer’s outstanding voting securities; or

 

(c) is a company that meets the requirements of (a)(i) and (ii) above, but is not an eligible portfolio company because it has issued a class of securities on a national securities exchange, if the aggregate market value of such company’s outstanding voting and non-voting common equity is less than $250.0 million.

 

(2)                                Securities of any eligible portfolio company that we control.

 

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(3)                                Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its securities was unable to meet its obligations as they came due without material assistance other than conventional lending or financing arrangements.

 

(4)                                Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and we already own 60% of the outstanding equity of the eligible portfolio company.

 

(5)                                Securities received in exchange for or distributed on or with respect to securities described in (1) through (4) above, or pursuant to the exercise of warrants or rights relating to such securities.

 

(6)                                Cash, cash equivalents, U.S. Government securities or high-quality debt maturing in one year or less from the time of investment.

 

To include certain securities described above as qualifying assets for the purpose of the 70% test, a business development company must make available to the issuer of those securities significant managerial assistance such as providing significant guidance and counsel concerning the management, operations, or business objectives and policies of a portfolio company, or making loans to a portfolio company. We offer to provide managerial assistance to each of our portfolio companies.

 

As a business development company, the Company is entitled to issue senior securities in the form of stock or senior securities representing indebtedness, including debt securities and preferred stock, as long as each class of senior security has an asset coverage ratio of at least 200% immediately after each such issuance. See “Risk Factors.” The Company may also be prohibited under the 1940 Act from knowingly participating in certain transactions with our affiliates without the prior approval of our Independent Directors and, in some cases, prior approval by the SEC. On July 11, 2000, the SEC granted us an exemptive order permitting us to make co-investments with certain of our affiliates in portfolio companies, subject to certain conditions.  Under the exemptive order, the Company is permitted to co-invest in certain portfolio companies with its affiliates, subject to specified conditions.  Under the terms of the exemptive order, portfolio companies purchased by the Company and its affiliates are required to be approved by the Independent Directors and are required to satisfy certain other conditions established by the SEC.

 

As with other companies subject to the regulations of the 1940 Act, a business development company must adhere to certain other substantive ongoing regulatory requirements. A majority of our directors must be persons who are not “interested persons,” as that term is defined in the 1940 Act. Additionally, we are required to provide and maintain a bond issued by a reputable fidelity insurance company to protect the business development company. Furthermore, as a business development company, we are prohibited from protecting any director or officer against any liability to the company or our shareholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office.

 

We and TTG Advisers maintain a code of ethics that establishes procedures for personal investment and restricts certain transactions by our personnel.  The code of ethics generally does not permit investment by our employees in securities that may be purchased or are held by us.  You may read and copy the code of ethics at the SEC’s Public Reference Room in Washington, D.C.

 

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You may obtain information on operations of the Public Reference Room by calling the SEC at (202) 942-8090. In addition, the code of ethics is available on the EDGAR Database on the SEC Internet site at http://www.sec.gov.  You may obtain copies of the code of ethics, after paying a duplicating fee, by electronic request at the following email address: publicinfo@sec.gov, or by writing to the SEC’s Public Reference Section, 100 F Street, NE, Washington, D.C. 20549.  The code of ethics is also posted on our website at http://www.mvccapital.com.

 

We may not change the nature of our business so as to cease to be, or withdraw our election as, a business development company unless authorized by vote of a “majority of the outstanding voting securities,” as defined in the 1940 Act, of our shares. A majority of the outstanding voting securities of a company is defined by the 1940 Act as the lesser of: (i) 67% or more of such company’s shares present at a meeting if more than 50% of the outstanding shares of such company are present and represented by proxy, or (ii) more than 50% of the outstanding shares of such company.

 

We are subject to periodic examinations by the SEC for compliance with the 1940 Act.

 

ITEM 1A.                                       RISK FACTORS

 

Investing in MVC Capital involves a number of significant risks relating to our business and investment objective. As a result, there can be no assurance that we will achieve our investment objective.

 

BUSINESS RISKS

 

Business risks are risks that are associated with general business conditions, the economy, and the operations of the Company. Business risks are not risks associated with our specific investments or an offering of our securities.

 

We depend on key personnel of TTG Advisers, especially Mr. Tokarz, in seeking to achieve our investment objective.

 

We depend on the continued services of Mr. Tokarz and certain other key management personnel of TTG Advisers. If we were to lose access to any of these personnel, particularly Mr. Tokarz, it could negatively impact our operations and we could lose business opportunities.  There is a risk that Mr. Tokarz’s expertise may be unavailable to the Company, which could significantly impact the Company’s ability to achieve its investment objective.

 

Our returns may be substantially lower than the average returns historically realized by the private equity industry as a whole.

 

Past performance of the private equity industry is not necessarily indicative of that sector’s future performance, nor is it necessarily a good proxy for predicting the returns of the Company. We cannot guarantee that we will meet or exceed the rates of return historically realized by the private equity industry as a whole. Additionally, our overall returns are impacted by certain factors related to our structure as a publicly-traded business development company, including:

 

·                  The substantially lower return we are likely to realize on short-term liquid investments during the period in which we are identifying potential investments, and

 

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·                  The periodic disclosure required of business development companies, which could result in the Company being less attractive as an investor to certain potential portfolio companies.

 

Substantially all of our portfolio investments and escrow receivables are recorded at “fair value” and, as a result, there is a degree of uncertainty regarding the carrying values of our portfolio investments.

 

Pursuant to the requirements of the 1940 Act, because our portfolio company investments do not have readily ascertainable market values, we record these investments at fair value in accordance with our Valuation Procedures adopted by our Board of Directors.  As permitted by the SEC, the Board of Directors has delegated the responsibility of making fair value determinations to the Valuation Committee, subject to the Board of Directors’ supervision and pursuant to the Valuation Procedures.

 

At October 31, 2017, approximately 64.61% of our total assets represented portfolio investments recorded at fair value.

 

There is no single standard for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. In determining the fair value of a portfolio investment, the Valuation Committee analyzes, among other factors, the portfolio company’s financial results and projections and publicly traded comparable companies when available, which may be dependent on general economic conditions.  We specifically value each individual investment and record unrealized depreciation for an investment that we believe has become impaired, including where collection of a loan or realization of an equity security is doubtful. Conversely, we will record unrealized appreciation if we have an indication (based on a significant development) that the underlying portfolio company has appreciated in value and, therefore, our equity security has also appreciated in value, where appropriate. Without a readily ascertainable market value and because of the inherent uncertainty of fair valuation, fair value of our investments may differ significantly from the values that would have been used had a ready market existed for the investments, and the differences could be material.

 

Pursuant to our Valuation Procedures, our Valuation Committee (which is comprised of three Independent Directors) reviews, considers and determines fair valuations on a quarterly basis (or more frequently, if deemed appropriate under the circumstances). Any changes in valuation are recorded in the consolidated statements of operations as “Net change in unrealized appreciation (depreciation) on investments.”

 

We previously identified a material weakness in our internal control over financial reporting, which has now been remediated. Any future failure to establish and maintain effective internal control over financial reporting could result in material misstatements in our financial statements and cause investors to lose confidence in our reported financial information, which in turn could cause the trading price of our securities to decline.

 

We previously identified a material weakness in our internal control over financial reporting related to the valuation of certain portfolio companies and, as a result of such weakness, our management concluded that our disclosure controls and procedures and internal control over

 

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financial reporting were not effective as of October 31, 2014 and October 31, 2015. This contributed to a delay in the filing of certain prior financial statements. The material weakness concerned the design and operating effectiveness of certain valuation related controls associated with investments in certain affiliated or controlled portfolio companies (e.g., MVC Auto and SGDA Europe). The Company addressed the material weakness through, among other things, adding new and/or enhanced existing controls surrounding the valuation process and financial reporting oversight of various controlled/affiliated portfolio companies.

 

Although we have remediated this material weakness in our internal control over financial reporting, any failure to improve our disclosure controls and procedures or internal control over financial reporting to address any identified weaknesses in the future, if they were to occur, could prevent us from maintaining accurate accounting records and discovering material accounting errors. Any of these results could adversely affect our business and the value of our common stock.

 

Economic recessions or downturns could impair our portfolio companies and have a material adverse impact on our business, financial condition and results of operations.

 

Many of the companies in which we have made or will make investments may be susceptible to adverse economic conditions. Adverse economic conditions may affect the ability of a company to engage in a liquidity event. These conditions could lead to financial losses in our portfolio and a decrease in our revenues, net income and assets.  Depending on market conditions, we could incur substantial realized losses and suffer unrealized losses in future periods, which could have a material adverse impact on our business, financial condition and results of operations.

 

Our overall business of making loans or private equity investments may be affected by market conditions. The absence of an active mezzanine lending or private equity environment may slow the amount of private equity investment activity. As a result, the pace of our investment activity may slow, which could impact our ability to achieve our investment objective. In addition, significant changes in the capital markets could have an effect on the valuations of private companies and on the potential for liquidity events involving such companies. This could affect the amount and timing of any gains realized on our investments and thus have a material adverse impact on our financial condition.

 

Depending on market conditions, we could incur substantial realized and unrealized losses in future periods, which could have a material adverse impact on our business, financial condition and results of operations.  Declines in the fair and/or market values of the Company’s investments could lead to diminished investment opportunities for the Company, prevent the Company from successfully executing its investment strategies or require the Company to dispose of investments at a loss.

 

We may not realize gains from our equity investments.

 

When we invest in mezzanine and senior debt securities, we may acquire warrants or other equity securities as well. We may also invest directly in various equity securities. Our goal is ultimately to realize gains upon our disposition of such interests. However, the equity interests we receive or invest in may not appreciate in value and, in fact, may decline in value. In addition, the equity securities we receive or invest in may be subject to restrictions on resale during periods in which it would be advantageous to sell. Accordingly, we may not be able to realize gains from our

 

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equity interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience.

 

The market for private equity investments can be highly competitive. In some cases, our status as a regulated business development company may hinder our ability to participate in investment opportunities.

 

We face competition in our investing activities from private equity funds, other business development companies, investment banks, investment affiliates of large industrial, technology, service and financial companies, small business investment companies, wealthy individuals and foreign investors. As a regulated business development company, we are required to disclose quarterly the name and business description of portfolio companies and the value of any portfolio securities. Many of our competitors are not subject to this disclosure requirement. Our obligation to disclose this information could hinder our ability to invest in certain portfolio companies. Additionally, other regulations, current and future, may make us less attractive as a potential investor to a given company than a private equity fund not subject to the same regulations. Furthermore, some of our competitors have greater resources than we do. Increased competition would make it more difficult for us to purchase or originate investments at attractive prices. As a result of this competition, sometimes we may be precluded from making certain investments.

 

Our ability to use our capital loss carryforwards may be subject to limitations.

 

On October 31, 2017, the Company had a net capital loss carryforward of approximately $988,000. The Company had approximately $9.6 million in unrealized losses associated with Legacy Investments as of October 31, 2017.  If we experience an aggregate 50% shift in the ownership of our common stock from shareholder transactions over a three year period (e.g., if a shareholder acquires 5% or more of our outstanding shares of common stock, or if a shareholder who owns 5% or more of our outstanding shares of common stock significantly increases or decreases its investment in the Company), our ability to utilize our capital loss carryforwards to offset future capital gains may be severely limited.  Further, in the event that we are deemed to have failed to meet the requirements to qualify as a RIC, our ability to use our capital loss carryforwards could be adversely affected.  Please see Note 12 of our consolidated financial statements “Tax Matters” for more information.

 

Loss of pass-through tax treatment would substantially reduce net assets and income available for dividends.

 

We have operated so as to qualify as a RIC. If we meet source of income, diversification and distribution requirements, we will qualify for effective pass-through tax treatment. We would cease to qualify for such pass-through tax treatment if we were unable to comply with these requirements. In addition, we may have difficulty meeting the requirement to make distributions to our shareholders because in certain cases we may recognize income before or without receiving cash representing such income, such as in the case of debt obligations that are treated as having original issue discount. If we fail to qualify as a RIC, we will have to pay corporate-level taxes on all of our income whether or not we distribute it, which would substantially reduce the amount of income available for distribution to our shareholders, and all of our distributions will be taxed to our shareholders as ordinary corporate distributions. Even if we qualify as a RIC, we generally will be subject to a corporate-level income tax on the income we do not distribute. Moreover, if we do not distribute at least: (1) 98% of our ordinary income during each calendar year, (2) 98.2% of our

 

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capital gain net income realized in the period from November 1 of the prior year through October 31 of the current year, and (3) all such ordinary income and capital gain net income for the previous years that were not distributed during those years, we generally will be subject to a 4% excise tax on certain undistributed amounts.

 

There are certain risks associated with the Company holding debt obligations that are treated under applicable tax rules as having original issue discount.

 

For federal income tax purposes, we may be required to recognize taxable income in circumstances in which we do not receive a corresponding payment in cash. For example, if we hold debt obligations that are treated under applicable tax rules as having original issue discount (“OID”) (such as debt instruments with payment-in-kind, or PIK, interest or, in certain cases, increasing interest rates or debt instruments that were issued with warrants), we must include in income each year a portion of the OID that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. We may also have to include in income other amounts that we have not yet received in cash, such as deferred loan origination fees that are paid after origination of the loan or are paid in non-cash compensation such as warrants or stock. We anticipate that a portion of our income may constitute OID or other income required to be included in taxable income prior to receipt of cash. Further, we may elect to include market discount in our taxable income in the current year, instead of upon disposition, as failing to make such election would limit our ability to deduct interest expenses for tax purposes.

 

Any OID or other amounts accrued will be included in our investment company taxable income for the year of the accrual.  Therefore, we may be required to make a distribution to our shareholders in order to satisfy the annual distribution requirement necessary to qualify for and maintain RIC tax treatment under Subchapter M of the Code, even though we will not have received any corresponding cash amount. As a result, we may have to sell some of our investments at times and/or at prices we would not consider advantageous, raise additional debt or equity capital or forgo new investment opportunities for this purpose. If we are not able to obtain cash from other sources, we may fail to qualify for or maintain RIC tax treatment and thus become subject to corporate-level income tax, as described in the previous risk factor regarding loss of pass-through tax treatment.

 

Additionally, the higher interest rates of OID instruments reflect the payment deferral and increased credit risk associated with these instruments, and OID instruments generally represent a significantly higher credit risk than coupon loans.  Even if the accounting conditions for income accrual are met, the borrower could still default when the Company’s actual collection is supposed to occur at the maturity of the obligation.

 

OID instruments may have unreliable valuations because their continuing accruals require continuing judgments about the collectability of the deferred payments and the value of any associated collateral.  OID income may also create uncertainty about the source of the Company’s cash distributions.  For accounting purposes, any cash distributions to shareholders representing OID income are not treated as coming from paid-in capital, even though the cash to pay them comes from the offering proceeds.  Thus, despite the fact that a distribution of OID income comes from the cash invested by the shareholders, the 1940 Act does not require that shareholders be given notice of this fact by reporting it as a return of capital.  PIK interest has the effect of generating investment income and potentially increasing the incentive fees payable to TTG Advisers at a compounding rate.  In addition, the deferral of PIK interest also reduces the loan-to-

 

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value ratio at a compounding rate.  Furthermore, OID creates the risk that fees will be paid to TTG Advisers based on non-cash accruals that ultimately may not be realized, while TTG Advisers will be under no obligation to reimburse the Company for these fees.

 

Our ability to grow depends on our ability to raise capital.

 

To fund new investments or other activities, periodically we may need to issue equity securities or borrow from financial institutions. Unfavorable economic conditions, among other things, could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us.  If we fail to obtain capital to fund our investments, it could limit both our ability to grow our business and our profitability.  With certain limited exceptions, we are only allowed to borrow amounts such that our asset coverage, as defined in the 1940 Act, equals at least 200% after such borrowing. The amount of leverage that we employ depends on TTG Advisers’ and our Board of Directors’ assessment of market and other factors at the time of any proposed borrowing. We cannot assure you that we will be able to maintain our current facilities or obtain other lines of credit at all or on terms acceptable to us.

 

Complying with the RIC requirements may cause us to forgo otherwise attractive opportunities.

 

In order to qualify as a RIC for U.S. federal income tax purposes, we must satisfy tests concerning the sources of our income, the nature and diversification of our assets and the amounts we distribute to our shareholders.  We may be unable to pursue investments that would otherwise be advantageous to us in order to satisfy the source of income or asset diversification requirements for qualification as a RIC.  In particular, to qualify as a RIC, at least 50% of our assets must be in the form of cash and cash items, Government securities, securities of other RICs, and other securities that represent not more than 5% of our total assets and not more than 10% of the outstanding voting securities of the issuer.  We have from time to time held a significant portion of our assets in the form of securities that exceed 5% of our total assets or more than 10% of the outstanding voting securities of an issuer, and compliance with the RIC requirements may restrict us from making investments that represent more than 5% of our total assets or more than 10% of the outstanding voting securities of the issuer.  Thus, compliance with the RIC requirements may hinder our ability to take advantage of investment opportunities believed to be attractive, including potential follow-on investments in certain of our portfolio companies.

 

Regulations governing our operation as a business development company affect our ability to, and the way in which we, raise additional capital.

 

We are not generally able to issue and sell our common stock at a price below net asset value per share. We may, however, sell our common stock or warrants at a price below the then-current net asset value per share of our common stock if our Board of Directors determines that such sale is in the best interests of the Company and its stockholders, and, if required by law or regulation, our stockholders approve such sale. In any such case, the price at which our securities are to be issued and sold may not be less than a price that, in the determination of our Board of Directors, closely approximates the market value of such securities (less any distributing commission or discount). If we raise additional funds by issuing more common stock or senior securities convertible into, or exchangeable for, our common stock, then the percentage ownership of our stockholders at that time will decrease, and you might experience dilution.

 

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Any failure on our part to maintain our status as a business development company would reduce our operating flexibility.

 

We intend to continue to qualify as a business development company (“BDC”) under the 1940 Act. The 1940 Act imposes numerous constraints on the operations of BDCs. For example, BDCs are required to invest at least 70% of their total assets in specified types of securities, primarily in private companies or thinly-traded U.S. public companies, cash, cash equivalents, U.S. government securities and other high quality debt investments that mature in one year or less. Furthermore, any failure to comply with the requirements imposed on BDCs by the 1940 Act could cause the SEC to bring an enforcement action against us and/or expose us to claims of private litigants. In addition, upon approval of a majority of our stockholders, we may elect to withdraw our status as a business development company. If we decide to withdraw our election, or if we otherwise fail to qualify as a business development company, we may be subject to the substantially greater regulation under the 1940 Act as a closed-end investment company. Compliance with such regulations would significantly decrease our operating flexibility, and could significantly increase our costs of doing business.

 

Changes in the law or regulations that govern business development companies and RICs, including changes in tax laws or regulations, may significantly impact our business.

 

We and our portfolio companies are subject to regulation by laws at the local, state and federal levels, including federal securities law and federal taxation law.  These laws and regulations, as well as their interpretation, may change from time to time.  A change in these laws or regulations may significantly affect our business.

 

Results may fluctuate and may not be indicative of future performance.

 

Our operating results will fluctuate and, therefore, you should not rely on current or historical period results to be indicative of our performance in future reporting periods. In addition to many of the above-cited risk factors, other factors could cause operating results to fluctuate including, among others, variations in the investment origination volume and fee income earned, variation in timing of prepayments, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition in our markets and general economic conditions.

 

Our common stock price can be volatile.

 

The trading price of our common stock may fluctuate substantially. The price of the common stock may be higher or lower than the price you pay for your shares, depending on many factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include the following:

 

·                  Price and volume fluctuations in the overall stock market from time to time;

 

·                  Significant volatility in the market price and trading volume of securities of business development companies or other financial services companies;

 

·                  Volatility resulting from trading by third parties in derivative instruments that use our common stock as the referenced asset, including puts, calls, long-term equity participation securities, or LEAPs, or short trading positions;

 

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·                  Changes in regulatory policies or tax guidelines with respect to business development companies or RICs;

 

·                  Our adherence to applicable regulatory and tax requirements;

 

·                  Actual or anticipated changes in our earnings or fluctuations in our operating results or changes in the expectations of securities analysts;

 

·                  General economic conditions and trends;

 

·                  Loss of a major funding source, which would limit our liquidity and our ability to finance transactions;

 

·                  Changes in interest rates; or

 

·                  Departures of key personnel of TTG Advisers.

 

We are subject to market discount risk.

 

As with any stock, the price of our shares will fluctuate with market conditions and other factors. If shares are sold, the price received may be more or less than the original investment. Whether investors will realize gains or losses upon the sale of our shares will not depend directly upon our NAV, but will depend upon the market price of the shares at the time of sale. Since the market price of our shares will be affected by such factors as the relative demand for and supply of the shares in the market, general market and economic conditions and other factors beyond our control, we cannot predict whether the shares will trade at, below or above our NAV. Although our shares, from time to time, had traded at a premium to our NAV, in more recent years, our shares have traded at a discount to NAV, which discount may fluctuate over time. Our common stock has historically traded at prices below our net asset value per share and was trading as of October 31, 2017 at an approximately 19.2% discount to NAV. Therefore, shareholders selling their shares will likely have to sell at a significant discount to their purchase price.

 

We have not established a mandated minimum dividend payment level and we cannot assure you of our ability to make distributions to our shareholders in the future.

 

We cannot assure that we will achieve investment results that will allow us to make cash distributions or year-to-year increases in cash distributions. Our ability to make distributions is impacted by, among other things, the risk factors described in this report. In addition, the asset coverage test applicable to us as a business development company can limit our ability to make distributions. Any distributions will be made at the discretion of our Board of Directors and will depend on our earnings, our financial condition, maintenance of our RIC status and such other factors as our Board of Directors may deem relevant from time to time. We cannot assure you of our ability to make distributions to our shareholders.

 

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During certain periods, our distributions have exceeded and may, in the future, exceed our taxable earnings and profits. Therefore, during those times, portions of the distributions that we make may represent a return of capital to you for tax purposes, which will reduce your tax basis in your shares.

 

During certain periods, our distributions have exceeded and may, in the future, exceed our earnings and profits.  For example, in the event that we encounter delays in locating suitable investment opportunities, we may pay all or a portion of our distributions from the proceeds of any securities offering, from borrowings that were made in anticipation of future cash flow or from available funds.  Therefore, portions of the distributions that we make may be a return of the money that you originally invested and represent a return of capital to you for tax purposes.  A return of capital generally is a return of your investment rather than a return of earnings or gains derived from our investment activities and will be made after deducting the fees and expenses payable in connection with the offering.  Such a return of capital is not taxable, but reduces your tax basis in your shares, which may result in higher taxes for you even if your shares are sold at a price below your original investment.

 

We have borrowed and may continue to borrow money, which magnifies the potential for gain or loss on amounts invested and may increase the risk of investing in us.

 

We have borrowed and may continue to borrow money (subject to the 1940 Act limits) in seeking to achieve our investment objective going forward. Borrowings, also known as leverage, magnify the potential for gain or loss on amounts invested and, therefore, can increase the risks associated with investing in our securities.

 

Under the provisions of the 1940 Act, we are permitted, as a business development company, to borrow money or “issue senior securities” only in amounts such that our asset coverage, as defined in the 1940 Act, equals at least 200% after each issuance of senior securities. If the value of our assets declines, we may be unable to satisfy this test. If that happens, we may be required to sell a portion of our investments and, depending on the nature of our leverage, repay a portion of our indebtedness at a time when such sales may be disadvantageous.

 

We have borrowed from and may continue to borrow from, and issue senior debt securities to, banks, insurance companies and other private and public lenders. Lenders of these senior securities have fixed dollar claims on our assets that are superior to the claims of our common shareholders. If the value of our assets increases, then leveraging would cause the NAV attributable to our common stock to increase more sharply than it would had we not used leverage. Conversely, if the value of our consolidated assets decreases, leveraging would cause the NAV to decline more sharply than it otherwise would have had we not used leverage.

 

Similarly, any increase in our consolidated income in excess of consolidated interest expense on the borrowed funds would cause our net investment income to increase more than it would without the leverage, while any decrease in our consolidated income would cause net investment income to decline more sharply than it would have had we not borrowed. Such a decline could negatively affect our ability to make common stock dividend payments. Leverage is generally considered a speculative investment technique.

 

As of October 31, 2017, we have outstanding approximately $114.4 million of Senior Notes (as defined below), due on January 15, 2023.  See Note 17 Subsequent Events for more information.  We also have access to leverage through credit facilities.

 

Our ability to service our debt depends largely on our financial performance and is subject to prevailing economic conditions and competitive pressures.  The amount of leverage that we employ

 

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at any particular time will depend on our management’s and our Board of Director’s assessments of market and other factors at the time of any proposed borrowing.

 

We may be unable to meet our covenant obligations under the Senior Notes and our credit facility, which could adversely affect our business.

 

The Senior Notes (as defined below) and Credit Facility III (as defined below) impose certain financial and operating covenants that may restrict a portion of our business activities, including limitations that could hinder our ability to obtain additional financings and in some cases, to increase our dividends.  If we cannot meet these covenants, events of default would arise, which could result in payment of the applicable indebtedness being accelerated and may limit our ability to execute on our investment strategy, as would be the case if we were unable to renew such facility.  Any additional facility we access could also impose additional covenants that could restrict our business activities.  A failure to add new or replacement debt facilities or issue additional debt securities or other evidences of indebtedness could have an adverse effect on our business, financial condition or results of operations.

 

Changes in interest rates may affect our cost of capital and net operating income and our ability to obtain additional financing.

 

Because we have borrowed and may continue to borrow money to make investments, our net investment income before net realized and unrealized gains or losses, or net investment income, may be dependent upon the difference between the rate at which we borrow funds and the rate at which we invest these funds. As a result, there can be no assurance that a significant change in market interest rates would not have a material adverse effect on our net investment income.  In periods of declining interest rates, we may have difficulty investing our borrowed capital into investments that offer an appropriate return.  Because of the generally fixed-rate nature of our debt investments and our borrowings, a hypothetical 1% increase or 1% decrease in interest rates is not expected to have a determinable (or easily predictable) material impact on the Company’s net investment income.  In periods of sharply rising interest rates, our cost of funds would increase, which could reduce our net investment income. We may use a combination of long-term and short-term borrowings and equity capital to finance our investing activities. We may utilize our short-term credit facilities as a means to bridge to long-term financing. Our long-term fixed-rate investments are financed primarily with equity and long-term fixed-rate debt.  We may use interest rate risk management techniques in an effort to limit our exposure to interest rate fluctuations. Such techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act.  Additionally, we cannot assure you that financing will be available on acceptable terms, if at all.  Deterioration in the credit markets, which could delay our ability to sell certain of our loan investments in a timely manner, could also negatively impact our cash flows.

 

A small portion of our existing investment portfolio was not selected by the investment team of TTG Advisers.

 

As of October 31, 2017, 1.3% of the Company’s assets consisted of Legacy Investments.  These investments were made pursuant to the Company’s prior investment objective of seeking long-term capital appreciation from venture capital investments in information technology companies. Until a “liquidity event” occurs, i.e., a sale, public offering or merger, these Legacy Investments will remain in the Company’s portfolio.

 

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Under the Advisory Agreement, TTG Advisers is entitled to compensation based on our portfolio’s performance. This arrangement may result in riskier or more speculative investments in an effort to maximize incentive compensation. Additionally, because the base management fee payable under the Advisory Agreement is based on total assets less cash, TTG Advisers may have an incentive to increase portfolio leverage in order to earn higher base management fees.

 

The way in which the compensation payable to TTG Advisers is determined may encourage the investment team to recommend riskier or more speculative investments and to use leverage to increase the return on our investments. Under certain circumstances, the use of leverage may increase the likelihood of default, which would adversely affect our shareholders, including investors in this offering. In addition, key criteria related to determining appropriate investments and investment strategies, including the preservation of capital, might be under-weighted if the investment team focuses exclusively or disproportionately on maximizing returns.

 

There are potential conflicts of interest that could impact our investment returns.

 

Our officers and directors, and members of the TTG Advisers investment team, may serve other entities, including the PE Fund and Series A of Public Pension Capital, LLC (the “PPC Fund”) and others that operate in the same or similar lines of business as we do. Accordingly, they may have obligations to those entities, the fulfillment of which might not be in the best interests of us or our shareholders. It is possible that new investment opportunities that meet our investment objective may come to the attention of one of the management team members or our officers or directors in his or her role as an officer or director of another entity or as an investment professional associated with that entity, and, if so, such opportunity might not be offered, or otherwise made available, to us.

 

Additionally, as an investment adviser, TTG Advisers has a fiduciary obligation to act in the best interests of its clients, including us.  To that end, if TTG Advisers manages any additional investment vehicles or client accounts (which includes its current management of the PE Fund and PPC Fund), TTG Advisers will endeavor to allocate investment opportunities in a fair and equitable manner.  When the investment professionals of TTG Advisers identify an investment, they will have to choose which investment fund should make the investment.  As a result, there may be times when the management team of TTG Advisers has interests that differ from those of our shareholders, giving rise to a conflict.  In an effort to mitigate situations that give rise to such conflicts, TTG Advisers adheres to a policy (which was approved by our Board of Directors) relating to allocation of investment opportunities, which generally requires, among other things, that TTG Advisers continue to offer the Company MVC Targeted Investments that are not Non-Diversified Investments.  For more information on the allocation policy, please see “Our Investment Strategy — Allocation of Investment Opportunities” above.

 

Our relationship with any investment vehicle we or TTG Advisers manage could give rise to conflicts of interest with respect to the allocation of investment opportunities between us on the one hand and the other vehicles on the other hand.

 

Our subsidiaries are authorized to and serve as a general partner or managing member to a private equity or other investment vehicle(s) (“Other Vehicles”).  In addition, TTG Advisers may serve as an investment manager, sub-adviser or portfolio manager to Other Vehicles.  Further, Mr. Tokarz is a co-founder of PPC, a registered investment adviser that provides advisory services to Series A of the PPC Fund.  As a result of this relationship, certain of PPC’s principals and other

 

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PPC investment professionals may make themselves available, from time to time, to consult with TTG Advisers on investment matters relating to MVC or the PE Fund.  In this connection, certain employees of PPC are “associated persons” of TTG Advisers when providing certain services on behalf of TTG Advisers and, in this capacity, are subject to its oversight and supervision.  Likewise, TTG Advisers makes available to PPC certain investment professionals that are employed by TTG Advisers to provide services for PPC and the PPC Fund.  The foregoing raises a potential conflict of interest with respect to allocation of investment opportunities to us, on the one hand and to the Other Vehicles on the other hand.  The Board and TTG Advisers have adopted an allocation policy (described above) to help mitigate potential conflicts of interest among us and Other Vehicles.  For more information on the allocation policy, please see “Our Investment Strategy — Allocation of Investment Opportunities” above.

 

Wars, terrorist attacks, and other acts of violence may affect any market for our common stock, impact the businesses in which we invest and harm our operations and our profitability.

 

Wars, terrorist attacks and other acts of violence are likely to have a substantial impact on the U.S. and world economies and securities markets. The nature, scope and duration of the unrest, wars and occupation cannot be predicted with any certainty. Furthermore, terrorist attacks may harm our results of operations and your investment. We cannot assure you that there will not be further terrorist attacks against the United States or U.S. businesses. Such attacks and armed conflicts in the United States or elsewhere may impact the businesses in which we invest directly or indirectly, by undermining economic conditions in the United States. Losses resulting from terrorist events are generally uninsurable.

 

Our financial condition and results of operations will depend on our ability to effectively manage our future growth.

 

Our ability to achieve our investment objective can depend on our ability to sustain continued growth. Accomplishing this result on a cost-effective basis is largely a function of our marketing capabilities, our management of the investment process, our ability to provide competent, attentive and efficient services and our access to financing sources on acceptable terms. As we grow, TTG Advisers may need to hire, train, supervise and manage new employees. Failure to effectively manage our future growth could have a material adverse effect on our business, financial condition and results of operations.

 

INVESTMENT RISKS

 

Investment risks are risks associated with our determination to execute on our business objective. These risks are not risks associated with general business conditions or those relating to an offering of our securities.

 

Investing in private companies involves a high degree of risk.

 

Our investment portfolio generally consists of loans to, and investments in, private companies. Investments in private businesses involve a high degree of business and financial risk, which can result in substantial losses and, accordingly, should be considered speculative. There is generally very little publicly available information about the companies in which we invest, and we rely significantly on the due diligence of the members of the investment team to obtain information in

 

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connection with our investment decisions.  It is thus difficult, and often impossible, to protect the Company from the risk of fraud, misrepresentation or poor judgment by these companies.

 

Our investments in portfolio companies are generally illiquid.

 

We generally acquire our investments directly from the issuer in privately negotiated transactions. Most of the investments in our portfolio (other than cash or cash equivalents and certain other investments made pending investments in portfolio companies such as investments in exchange-traded funds) are typically subject to restrictions on resale or otherwise have no established trading market. We may exit our investments when the portfolio company has a liquidity event, such as a sale, recapitalization or initial public offering. The illiquidity of our investments may adversely affect our ability to dispose of equity and debt securities at times when it may be otherwise advantageous for us to liquidate such investments. In addition, if we were forced to immediately liquidate some or all of the investments in the portfolio, the proceeds of such liquidation could be significantly less than the current fair value of such investments.

 

Our investments in small and middle-market privately-held companies are extremely risky and the Company could lose its entire investment.

 

Investments in small and middle-market privately-held companies are subject to a number of significant risks including the following:

 

·        Small and middle-market companies may have limited financial resources and may not be able to repay the loans we make to them.  Our strategy includes providing financing to companies that typically do not have capital sources readily available to them. While we believe that this provides an attractive opportunity for us to generate profits, this may make it difficult for the borrowers to repay their loans to us upon maturity.

 

·        Small and middle-market companies typically have narrower product lines and smaller market shares than large companies.  Because our target companies are smaller businesses, they may be more vulnerable to competitors’ actions and market conditions, as well as general economic downturns. In addition, smaller companies may face intense competition, including competition from companies with greater financial resources, more extensive development, manufacturing, marketing and other capabilities, and a larger number of qualified managerial and technical personnel.

 

·        There is generally little or no publicly available information about these privately-held companies. There is generally little or no publicly available operating and financial information about privately-held companies. As a result, we rely on our investment professionals to perform due diligence investigations of these privately-held companies, their operations and their prospects. We may not learn all of the material information we need to know regarding these companies through our investigations.  It is difficult, if not impossible, to protect the Company from the risk of fraud, misrepresentation or poor judgment by our portfolio companies.  Accordingly, the Company’s performance (including the valuation of its investments) is subject to the ongoing risk that the portfolio companies or their employees, agents, or service providers, may commit fraud adversely affecting the value of our investments.

 

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·        Small and middle-market companies generally have less predictable operating results.  We expect that our portfolio companies may have significant variations in their operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, may require substantial additional capital to support their operations, finance expansion or maintain their competitive position, may otherwise have a weak financial position or may be adversely affected by changes in the business cycle. Our portfolio companies may not meet net income, cash flow and other coverage tests typically imposed by their senior lenders.

 

·        Small and middle-market businesses are more likely to be dependent on one or two persons.  Typically, the success of a small or middle-market company also depends on the management talents and efforts of one or two persons or a small group of persons. The death, disability or resignation of one or more of these persons could have a material adverse impact on our portfolio company and, in turn, on us.

 

·        Small and middle-market companies are likely to have greater exposure to economic downturns than larger companies.  We expect that our portfolio companies will have fewer resources than larger businesses and an economic downturn may thus more likely have a material adverse effect on them.

 

·        Small and middle-market companies may have limited operating histories.  We may make debt or equity investments in new companies that meet our investment criteria. Portfolio companies with limited operating histories are exposed to the operating risks that new businesses face and may be particularly susceptible to, among other risks, market downturns, competitive pressures and the departure of key executive officers.

 

Our borrowers may default on their payments, which may have an effect on our financial performance.

 

We may make long-term unsecured, subordinated loans, which may involve a higher degree of repayment risk than conventional secured loans. We primarily invest in companies that may have limited financial resources and that may be unable to obtain financing from traditional sources. In addition, numerous factors may adversely affect a portfolio company’s ability to repay a loan we made to it, including the failure to meet a business plan, a downturn in its industry or operating results, or negative economic conditions. Deterioration in a borrower’s financial condition and prospects may be accompanied by deterioration in any related collateral.

 

Our investments in mezzanine and other debt securities may involve significant risks.

 

Our investment strategy contemplates investments in mezzanine and other debt securities of privately held companies. “Mezzanine” investments typically are structured as subordinated loans (with or without warrants) that carry a fixed rate of interest. We may also make senior secured and other types of loans or debt or similar income producing investments. Our debt or similar income producing investments are not, and typically will not be, rated by any rating agency, but we believe that if such investments were rated, they would be below investment grade quality (rated lower than “Baa3” by Moody’s or lower than “BBB-” by Standard & Poor’s, commonly referred to as “junk bonds”). Loans of below investment grade quality have predominantly speculative characteristics with respect to the borrower’s capacity to pay interest and repay principal. Our debt investments in portfolio companies may thus result in a high level of risk and volatility and/or loss of principal.

 

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Our portfolio companies may be highly leveraged.

 

Some of our portfolio companies may be highly leveraged, which may have adverse consequences to these companies and to us as an investor. These companies may be subject to restrictive financial and operating covenants and the leverage may impair such companies’ ability to finance their future operations and capital needs. As a result, the flexibility of these companies’ to respond to changing business and economic conditions and to take advantage of business opportunities may be limited. Further, a leveraged company’s income and net assets will tend to increase or decrease at a greater rate than if borrowed money were not used.

 

We are a non-diversified investment company within the meaning of the 1940 Act, and therefore may invest a significant portion of our assets in a relatively small number of portfolio companies, which subjects us to a risk of significant loss should the performance or financial condition of one or more portfolio companies deteriorate.

 

We are classified as a non-diversified investment company within the meaning of the 1940 Act, and therefore we may invest a significant portion of our assets in a relatively small number of portfolio companies and/or in a limited number of industries.  For example, as of October 31, 2017, the fair value of our largest investment, Crius, including its wholly-owned indirect subsidiary, U.S. Gas (collectively, “Crius”) comprised 22.0% of our net assets.  Beyond the asset diversification requirements associated with our qualification as a RIC, we do not have fixed guidelines for diversification, and while we are not targeting any specific industries, relatively few industries may continue to be significantly represented among our investments.  To the extent that we have large positions in the securities of a small number of portfolio companies, we are subject to an increased risk of significant loss should the performance or financial condition of these portfolio companies or their respective industries deteriorate.  We may also be more susceptible to any single economic or regulatory occurrence as a result of holding large positions in a small number of portfolio companies.  See the risk factor below regarding the industry in which U.S. Gas operates.

 

We are particularly exposed to the risks of the energy services industry.

 

We presently have a significant investment in Crius.  As a result, the Company is particularly subject to the risks impacting the energy services industry.  Crius’s operating results may fluctuate on a seasonal or quarterly basis and with general economic conditions. Weather conditions and other natural phenomena can also have an adverse impact on earnings and cash flows.  Unusually mild weather in the future could diminish Crius’s results of operations and harm its financial condition. Crius enters into contracts to purchase and sell electricity and natural gas as part of its operations. With respect to such transactions, the rate of return on its capital investments is not determined through mandated rates, and its revenues and results of operations are likely to depend, in large part, upon prevailing market prices for power in its regional markets and other competitive markets. These market prices can fluctuate substantially over relatively short periods of time.  Trading margins may erode as markets mature and there may be diminished opportunities for gain should volatility decline. Fuel prices may also be volatile, and the price Crius can obtain for power sales may not change at the same rate as changes in fuel costs. These factors could reduce Crius’s margins and therefore diminish its revenues and results of operations.

 

Crius relies on a firm supply source to meet its energy management obligations for its customers. Should Crius’s suppliers fail to deliver supplies of natural gas and electricity, there could be a material impact on its cash flows and statement of operations.

 

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Crius is subject to substantial regulation by regulatory authorities. It is required to comply with numerous laws and regulations and to obtain numerous authorizations, permits, approvals and certificates from governmental agencies. Crius cannot predict the impact of any future revisions or changes in interpretations of existing regulations or the adoption of new laws and regulations applicable to it. Changes in regulations or the imposition of additional regulations could influence its operating environment and may result in substantial costs to Crius.

 

When we are a debt or minority equity investor in a portfolio company, we may not be in a position to control or influence the entity, and management of the company may make decisions that could decrease the value of our portfolio holdings.

 

We currently have, and anticipate making debt and minority equity investments; therefore, we are subject to the risk that a portfolio company may make business decisions with which we disagree, and the shareholders and management of such company may take risks or otherwise act in ways that do not serve our interests. Due to the lack of liquidity in the markets for our investments in privately held companies, we may not be able to dispose of our interests in our portfolio companies as readily as we would like. As a result, a portfolio company may make decisions that could decrease the value of our portfolio holdings.

 

We may choose to waive or defer enforcement of covenants in the debt securities held in our portfolio, which may cause us to lose all or part of our investment in these companies.

 

Some of our loans to our portfolio companies may be structured to include customary business and financial covenants placing affirmative and negative obligations on the operation of each company’s business and its financial condition. However, from time to time, we may elect to waive breaches of these covenants, including our right to payment, or waive or defer enforcement of remedies, such as acceleration of obligations or foreclosure on collateral, depending upon the financial condition and prospects of the particular portfolio company. These actions may reduce the likelihood of our receiving the full amount of future payments of interest or principal and be accompanied by a deterioration in the value of the underlying collateral as many of these companies may have limited financial resources, may be unable to meet future obligations and may go bankrupt. This could negatively impact our ability to pay dividends and cause you to lose all or part of your investment.

 

Our portfolio companies may incur obligations that rank equally with, or senior to, our investments in such companies. As a result, the holders of such obligations may be entitled to payments of principal or interest prior to us, preventing us from obtaining the full value of our investment in the event of an insolvency, liquidation, dissolution, reorganization, acquisition, merger or bankruptcy of the relevant portfolio company.

 

Our portfolio companies may have other obligations that rank equally with, or senior to, the securities in which we invest. By their terms, such other securities may provide that the holders are entitled to receive payment of interest or principal on or before the dates on which we are entitled to receive payments in respect of the securities in which we invest. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company, holders of securities ranking senior to our investment in the relevant portfolio company would typically be entitled to receive payment in full before we receive any distribution in respect of our investment. After repaying investors that are senior to us, the portfolio company may not have any remaining assets to

 

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use for repaying its obligation to us. In the case of other securities ranking equally with securities in which we invest, we would have to share on an equal basis any distributions with other investors holding such securities in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company. As a result, we may be prevented from obtaining the full value of our investment in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company.

 

Investments in foreign debt or equity may involve significant risks in addition to the risks inherent in U.S. investments.

 

Our investment strategy has resulted in some investments in debt or equity of foreign companies (subject to applicable limits prescribed by the 1940 Act). These risks may be even more pronounced for investments in less developed or emerging market countries.  Investing in foreign companies can expose us to additional risks not typically associated with investing in U.S. companies. These risks include exchange rates, changes in exchange control regulations, political and social instability, expropriation, imposition of foreign taxes, less liquid markets and less available information than is generally the case in the United States, higher transaction costs, less government supervision of exchanges, brokers and issuers, less developed bankruptcy laws, difficulty in enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility, including developing or emerging market countries.  A portion of our investments are located in countries that use the euro as their official currency.  The USD/euro exchange rate, like foreign exchange rates in general, can be volatile and difficult to predict.  This volatility could materially and adversely affect the value of the Company’s shares and our interests in affected portfolio companies.

 

Hedging transactions may expose us to additional risks.

 

We may enter into hedging transactions to seek to reduce currency, commodity or other rate risks. However, unanticipated changes in currency or other rates may result in poorer overall investment performance than if we had not engaged in any such hedging transactions.  In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio positions being hedged may vary. Moreover, for a variety of reasons, we may not seek or be able to establish a perfect or effective correlation between such hedging instruments and the portfolio holdings being hedged. Any such imperfect correlation may prevent us from achieving the intended hedge and expose us to risk of loss. In addition, it may not be possible to hedge fully or perfectly against currency fluctuations affecting the value of securities denominated in non-U.S. currencies.

 

Our investments in private equity funds, including the PE Fund, are subject to substantial risk, including a loss of investment.

 

The PE Fund is not, and other private equity funds in which the Company may invest, will not be registered as an investment company under the 1940 Act. Therefore, with respect to its investments in such funds, the Company will not have the benefit of the protections afforded by the 1940 Act to investors in registered investment companies, such as the limitations applicable to the use of leverage and the requirements concerning custody of assets, composition of boards of directors and approvals of investment advisory arrangements. Additionally, the interests in the PE Fund are privately placed and are not registered under the Securities Act, and the PE Fund is not a

 

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reporting company under the 1934 Act. Accordingly, the amount of information available to investors about the PE Fund will be limited.

 

Investment in a private equity fund involves the same types of risks associated with an investment in any operating company. However, the investments made by private equity funds will entail a high degree of risk and in most cases be highly illiquid and difficult to value since no ready market typically exists for the securities of companies held in a private equity fund’s portfolio. (See “Significant Accounting Policies — Valuation of Investments,” which discusses our valuation policy respecting our interest in the PE Fund.)  Investing in private equity investments is intended for long-term investment by investors who can accept the risks associated with making highly speculative, primarily illiquid investments in privately negotiated transactions, and who can bear the risk of loss of their investment. Attractive investment opportunities in private equity may occur only periodically, if at all. Furthermore, private equity has generally been dependent on the availability of debt or equity financing to fund the acquisitions of their investments. Due to recent market conditions, however, the availability of such financing has been reduced dramatically, limiting the ability of private equity to obtain the required financing.

 

Investing in our securities may involve a high degree of risk.

 

The investments we make in accordance with our investment objective may result in a higher amount of risk than alternative investment options and volatility or loss of principal. Our investments in portfolio companies may be highly speculative and aggressive, and therefore, an investment in our securities may not be suitable for someone with a low risk tolerance.

 

ITEM 1B.                     UNRESOLVED STAFF COMMENTS

 

None.

 

Item 2.                                       PROPERTIES

 

Effective November 1, 2006, under the terms of the Advisory Agreement, TTG Advisers is responsible for providing office space to the Company and for the costs associated with providing such office space.  The Company’s offices continue to be located on the second floor of 287 Bowman Avenue, Purchase, NY 10577.

 

Item 3.                                       LEGAL PROCEEDINGS

 

We are not currently subject to any material pending legal proceedings.

 

Item 4.                                       MINE SAFETY DISCLOSURES

 

Not Applicable.

 

PART II

 

Item 5.                                       MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

The Company’s shares of common stock began to trade on the NYSE on June 26, 2000, under the symbol “MVC.” The Company had 4,690 shareholders on December 15, 2017.

 

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The following table reflects, for the periods indicated, the high and low closing prices per share of the Company’s common stock on the NYSE, by quarter.

 

 

 

QUARTER
ENDED

 

HIGH

 

LOW

 

FISCAL YEAR 2017

 

 

 

 

 

 

 

 

 

10/31/17

 

$

10.80

 

$

9.82

 

 

 

07/31/17

 

$

10.40

 

$

8.65

 

 

 

04/30/17

 

$

9.06

 

$

8.47

 

 

 

01/31/17

 

$

8.80

 

$

8.24

 

FISCAL YEAR 2016

 

 

 

 

 

 

 

 

 

10/31/16

 

$

8.71

 

$

7.95

 

 

 

07/31/16

 

$

8.37

 

$

7.14

 

 

 

04/30/16

 

$

7.72

 

$

6.85

 

 

 

01/31/16

 

$

8.49

 

$

6.82

 

 

PERFORMANCE GRAPH

 

This graph compares the return on our common stock with that of the Standard & Poor’s (“S&P”) 500 Stock Index and the Russell 2000 Financial Index for the fiscal years 2012 through 2017.  The graph assumes that, on October 31, 2012, a person invested $10,000 in each of our common stock, the S&P 500 Stock Index, and the Russell 2000 Financial Index.  The graph measures total shareholder return, which takes into account both changes in stock price and dividends.  It assumes that dividends paid are reinvested in additional shares of our common stock.  Past performance is no guarantee of future results.

 

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Shareholder Return Performance Graph
Five-Year Cumulative Total Return
1

(Through October 31, 2017)

 

 


1 Total Return includes reinvestment of dividends through October 31, 2017.  Past performance is no guarantee of future results.

 

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS

 

As a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), the Company is required to distribute to its shareholders, in a timely manner, at least 90% of its investment company taxable and tax-exempt income each year. If the Company distributes, in a calendar year, at least (1) 98% of our ordinary income during each calendar year, (2) 98.2% of our capital gains realized in the period from November 1 of the prior year through October 31 of the current year, and (3) all such ordinary income and capital gains for previous years that were not distributed during those years, it will not be subject to the 4% non-deductible federal excise tax on certain undistributed income of RICs.

 

Dividends and capital gain distributions, if any, are recorded on the ex-dividend date.  Dividends and capital gain distributions are generally declared and paid quarterly according to the Company’s policy established on July 11, 2005. An additional distribution may be paid by the Company to avoid imposition of federal income tax on any remaining undistributed net investment income and capital gains. Distributions can be made payable by the Company either in the form of a

 

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cash distribution or a stock dividend.  The amount and character of income and capital gain distributions are determined in accordance with income tax regulations that may differ from U.S. generally accepted accounting principles. These differences are due primarily to differing treatments of income and gain on various investment securities held by the Company, differing treatments of expenses paid by the Company, timing differences and differing characterizations of distributions made by the Company.  Key examples of the primary differences in expenses paid are the accounting treatment of MVCFS (which is consolidated for GAAP purposes, but not income tax purposes) and the variation in treatment of incentive compensation expense.  Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications and may affect the allocation between net operating income, net realized gain (loss) and paid-in capital.

 

On October 10, 2017, the Board detailed its unanimously approved plan to increase shareholder value through, among other things, continued implementation of the Yield-Focused Strategy and increasing the quarterly dividend to $0.15 per share from $0.135 per share.

 

All of our shareholders who hold shares of common stock in their own name will automatically be enrolled in our dividend reinvestment plan (the “Plan”). All such shareholders will have any cash dividends and distributions automatically reinvested by the Plan Agent in additional shares of our common stock. Of course, any shareholder may elect to receive his or her dividends and distributions in cash. Currently, the Company has a policy of seeking to pay quarterly dividends to shareholders. For any of our shares that are held by banks, brokers or other entities that hold our shares as nominees for individual shareholders, the Plan Agent will administer the Plan on the basis of the number of shares certified by any nominee as being registered for shareholders that have not elected to receive dividends and distributions in cash. To receive your dividends and distributions in cash, you must notify the Plan Agent, broker or other entity that holds the shares.

 

The Plan Agent serves as agent for the shareholders in administering the Plan. When we declare a dividend or distribution payable in cash or in additional shares of our common stock, those shareholders participating in the Plan will receive their dividend or distribution in additional shares of our common stock. Such shares will be either newly issued by us or purchased in the open market by the Plan Agent. If the market value of a share of our common stock on the payment date for such dividend or distribution equals or exceeds the NAV per share on that date, we will issue new shares at the NAV. If the NAV exceeds the market price of our common stock, the Plan Agent will purchase in the open market such number of shares of our common stock as is necessary to complete the distribution.

 

The Plan Agent will maintain all shareholder accounts in the Plan and furnish written confirmation of all transactions. Shares of our common stock in the Plan will be held in the name of the Plan Agent or its nominee and such shareholder will be considered the beneficial owner of such shares for all purposes.

 

There is no charge to shareholders for participating in the Plan or for the reinvestment of dividends and distributions. We will not incur brokerage fees with respect to newly issued shares issued in connection with the Plan. Shareholders will, however, be charged a pro rata share of any brokerage fee charged for open market purchases in connection with the Plan.

 

We may terminate the Plan upon providing written notice to each shareholder participating in the Plan at least 60 days prior to the effective date of such termination. We may also materially amend the Plan at any time upon providing written notice to shareholders participating in the Plan

 

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at least 30 days prior to such amendment (except when necessary or appropriate to comply with applicable law or rules and policies of the SEC or other regulatory authority). You may withdraw from the Plan upon providing notice to the Plan Agent. You may obtain additional information about the Plan from the Plan Agent.  Below is a description of our dividends declared during fiscal years 2016 and 2017:

 

For the Quarter Ended January 31, 2016

 

On December 21, 2015, the Company’s Board of Directors declared a dividend of $0.135 per share.  Additionally, due to the realization of capital gains, the Company’s Board of Directors declared a special dividend of $0.17 per share.  The dividends were paid on January 8, 2016 to shareholders of record on December 31, 2015 and totaled approximately $6.9 million.

 

During the quarter ended January 31, 2016, as part of the Company’s dividend reinvestment plan for our common stockholders, the Plan Agent purchased 17,843 shares of our common stock at an average price of $7.65, including commission, in the open market in order to satisfy the reinvestment portion of our dividends under the Plan.

 

For the Quarter Ended April 30, 2016

 

On April 15, 2016, the Company’s Board of Directors declared a dividend of $0.135 per share.  The dividend was paid on April 29, 2016 to shareholders of record on April 25, 2016 and totaled approximately $3.1 million.

 

During the quarter ended April 30, 2016, as part of the Company’s dividend reinvestment plan for our common stockholders, the Plan Agent purchased 8,337 shares of our common stock at an average price of $7.55, including commission, in the open market in order to satisfy the reinvestment portion of our dividends under the Plan.

 

For the Quarter Ended July 31, 2016

 

On July 15, 2016, the Company’s Board of Directors declared a dividend of $0.135 per share.  The dividend was paid on July 29, 2016 to shareholders of record on July 25, 2016 and totaled approximately $3.1 million.

 

During the quarter ended July 31, 2016, as part of the Company’s dividend reinvestment plan for our common stockholders, the Plan Agent purchased 7,915 shares of our common stock at an average price of $8.09, including commission, in the open market in order to satisfy the reinvestment portion of our dividends under the Plan.

 

For the Quarter Ended October 31, 2016

 

On October 14, 2016, the Company’s Board of Directors declared a dividend of $0.135 per share.  The dividend was paid on October 31, 2016 to shareholders of record on October 24, 2016 and totaled approximately $3.0 million.

 

During the quarter ended October 31, 2016, as part of the Company’s dividend reinvestment plan for our common stockholders, the Plan Agent purchased 7,642 shares of our common stock at an average price of $8.51, including commission, in the open market in order to satisfy the reinvestment portion of our dividends under the Plan.

 

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For the Quarter Ended January 31, 2017

 

On December 20, 2016, the Company’s Board of Directors declared a dividend of $0.135 per share.  The dividend was paid on January 6, 2017 to shareholders of record on December 30, 2016 and totaled approximately $3.0 million.

 

During the quarter ended January 31, 2017, as part of the Company’s dividend reinvestment plan for our common stockholders, the Plan Agent purchased 7,676 shares of our common stock at an average price of $8.56, including commission, in the open market in order to satisfy the reinvestment portion of our dividends under the Plan.

 

For the Quarter Ended April 30, 2017

 

On April 13, 2017, the Company’s Board of Directors declared a dividend of $0.135 per share.  The dividend was paid on April 28, 2017 to shareholders of record on April 24, 2017 and totaled approximately $3.0 million.

 

During the quarter ended April 30, 2017, as part of the Company’s dividend reinvestment plan for our common stockholders, the Plan Agent purchased 7,451 shares of our common stock at an average price of $9.01, including commission, in the open market in order to satisfy the reinvestment portion of our dividends under the Plan.

 

For the Quarter Ended July 31, 2017

 

On July 14, 2017, the Company’s Board of Directors declared a dividend of $0.135 per share.  The dividend was paid on July 31, 2017 to shareholders of record on July 24, 2017 and totaled approximately $3.0 million.

 

During the quarter ended July 31, 2017, as part of the Company’s dividend reinvestment plan for our common stockholders, the Plan Agent purchased 6,597 shares of our common stock at an average price of $10.32, including commission, in the open market in order to satisfy the reinvestment portion of our dividends under the Plan.

 

For the Quarter Ended October 31, 2017

 

On October 10, 2017, the Company’s Board of Directors declared a dividend of $0.15 per share.  The dividend was paid on October 31, 2017 to shareholders of record on October 24, 2017 and totaled approximately $3.2 million.

 

During the quarter ended October 31, 2017, as part of the Company’s dividend reinvestment plan for our common stockholders, the Plan Agent purchased 7,611 shares of our common stock at an average price of $10.80, including commission, in the open market in order to satisfy the reinvestment portion of our dividends under the Plan.

 

The Company designated 56.50% of dividends declared and paid during the fiscal year ended October 31, 2017 from net operating income as qualified dividend income under the Jobs Growth and Tax Relief Reconciliation Act of 2003.

 

Corporate shareholders may be eligible for a dividend received deduction for certain ordinary income distributions paid by the Company. The Company designated 54.11% of dividends declared

 

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and paid during the fiscal year ended October 31, 2017 from net operating income as qualifying for the dividends received deduction.  The information necessary to prepare and complete shareholders tax returns for the 2017 calendar year will be reported separately on form 1099-DIV, if applicable, in February 2018.

 

The Company reserves the right to retain net long-term capital gains in excess of net short-term capital losses for reinvestment or to pay contingencies and expenses. Such retained amounts, if any, will be taxable to the Company, and shareholders will be able to claim their proportionate share of the federal income taxes paid by the Company on such gains as a credit against their own federal income tax liabilities. Shareholders will also be entitled to increase the adjusted tax basis of their company shares by the difference between their undistributed capital gains and their tax credit.

 

PURCHASES OF COMMON STOCK

 

In fiscal 2017, as part of the Plan, we directed the Plan Agent to purchase a total of 29,335 shares of our common stock for an aggregate amount of $283,120 in the open market in order to satisfy the reinvestment portion of our dividends.  The following chart outlines purchases of our common stock during fiscal 2017.

 

 

 

Total Number of Shares

 

Average Price paid Per Share

 

Quarter Ended

 

Purchased

 

Including Commission

 

 

 

 

 

 

 

10/31/2017

 

7,611

 

$

10.80

 

7/31/2017

 

6,597

 

$

10.32

 

4/30/2017

 

7,451

 

$

9.01

 

1/31/2017

 

7,676

 

$

8.56

 

 

SHARE REPURCHASE PROGRAM

 

On April 3, 2013, the Company’s Board of Directors authorized an expanded share repurchase program to opportunistically buy back shares in the market in an effort to narrow the market discount of its shares.  The previously authorized $5 million limit has been eliminated.  Under the repurchase program, shares may be repurchased from time to time at prevailing market prices. The repurchase program does not obligate the Company to acquire any specific number of shares and may be discontinued at any time.  The following table represents open-market purchases made under our stock repurchase program for the fiscal years ended October 31, 2013 through fiscal year ended October 31, 2017.  There were no open-market repurchases made during the fiscal year ended October 31, 2017.

 

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Period *

 

Total Number of Shares
Purchased

 

Average Price Paid per
Share including
commission

 

Total Number of Shares
Purchased as Part of
Publicly Announced
Program

 

Approximate Dollar Value
of Shares Purchased Under
the Program

 

For the Year Ended October 31, 2013

 

1,299,294

 

$

12.83

 

1,299,294

 

$

16,673,207

 

For the Year Ended October 31, 2014

 

310,706

 

$

13.24

 

1,610,000

 

$

4,114,967

 

For the Year Ended October 31, 2015

 

 

 

1,610,000

 

 

For the Year Ended October 31, 2016

 

146,409

 

$

8.31

 

1,756,409

 

$

1,216,746

 

For the Year Ended October 31, 2017

 

 

 

 

 

Total

 

1,756,409

 

$

12.53

 

1,756,409

 

$

22,004,920

 

 


*Disclosure covering repurchases will be made through quarterly and annual reports filed with the SEC going forward.  MVC Capital’s website will no longer contain the monthly repurchase information.

 

TENDER OFFERS

 

On July 21, 2017, the Company commenced a modified “Dutch Auction” tender offer (the “Tender Offer”) to purchase up to $15 million of its common stock at a price per share not less than $10.00 and not greater than $11.00 in $0.20 increments. The Company’s Tender Offer expired at 5:00 p.m., New York City time, on August 18, 2017. A total of 3,634,597 shares of the Company’s common stock were properly tendered and not properly withdrawn at or below a purchase price of $10.40 per share. In accordance with the terms and conditions of the Tender Offer, the Company accepted for payment, on a pro rata basis, at a purchase price of $10.40, 1,442,307 shares properly tendered at or below the purchase price and not properly withdrawn before the expiration date, at an aggregate cost of approximately $15.0 million, excluding fees and expenses relating to the Tender Offer.

 

On October 23, 2017, the Company’s Board of Directors authorized a modified “Dutch Auction” tender offer to commence on November 22, 2017 to purchase up to $25 million of its common stock.  The offer price per share will be determined prior to commencement of the offer based upon market and other factors. See “Subsequent Events” for more information.

 

Item 6.         SELECTED CONSOLIDATED FINANCIAL DATA

 

Financial information for the fiscal years ended October 31, 2017, 2016, 2015, 2014 and 2013 are derived from the consolidated financial statements.  Quarterly financial information is derived from unaudited financial data, but in the opinion of management, reflects all adjustments (consisting only of normal recurring adjustments), which are necessary to present fairly the results for such interim periods.  See Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for more information.

 

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Selected Consolidated Financial Data

 

 

 

Year Ended October 31,

 

 

 

2017

 

2016

 

2015

 

2014

 

2013

 

 

 

(In thousands, except per share data)

 

Operating Data:

 

 

 

 

 

 

 

 

 

 

 

Interest and related portfolio income:

 

 

 

 

 

 

 

 

 

 

 

Interest and dividend income

 

$

17,273

 

$

32,698

 

$

20,402

 

$

15,311

 

$

19,621

 

Fee income

 

1,683

 

3,255

 

2,048

 

1,562

 

2,853

 

Fee income - asset management

 

1,138

 

1,414

 

1,249

 

1,910

 

1,795

 

Other income

 

10

 

 

 

1,033

 

493

 

 

 

 

 

 

 

 

 

 

 

 

 

Total operating income

 

20,104

 

37,367

 

23,699

 

19,816

 

24,762

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

Management fee

 

6,238

 

7,590

 

7,845

 

8,681

 

7,833

 

Portfolio fees - asset management

 

609

 

741

 

767

 

986

 

418

 

Management fee - asset management

 

245

 

319

 

160

 

354

 

929

 

Administrative

 

4,433

 

4,253

 

5,305

 

3,672

 

3,712

 

Interest and other borrowing costs

 

10,288

 

10,212

 

10,230

 

9,442

 

6,724

 

Net Incentive compensation (Note 5)

 

5,598

 

(2,030

)

(9,757

)

(4,750

)

3,828

 

 

 

 

 

 

 

 

 

 

 

 

 

Total operating expenses

 

27,411

 

21,085

 

14,550

 

18,385

 

23,444

 

 

 

 

 

 

 

 

 

 

 

 

 

Expense waiver by Advisor

 

(150

)

(150

)

(150

)

(150

)

(150

)

Voluntary management fee waiver by Advisor

 

(1,560

)

(1,897

)

 

 

 

Voluntary incentive fee waiver by Advisor

 

 

(1,000

)

 

 

 

Total waiver by adviser

 

(1,710

)

(3,047

)

(150

)

(150

)

(150

)

 

 

 

 

 

 

 

 

 

 

 

 

Total net operating expenses

 

25,701

 

18,038

 

14,400

 

18,235

 

23,294

 

 

 

 

 

 

 

 

 

 

 

 

 

Net operating (loss) income before taxes

 

(5,597

)

19,329

 

9,299

 

1,581

 

1,468

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax expense, net

 

2

 

2

 

2

 

2

 

4

 

 

 

 

 

 

 

 

 

 

 

 

 

Net operating (loss) income

 

(5,599

)

19,327

 

9,297

 

1,579

 

1,464

 

 

 

 

 

 

 

 

 

 

 

 

 

Net realized and unrealized (loss) gain:

 

 

 

 

 

 

 

 

 

 

 

Net realized gain (loss) on investments

 

89,896

 

(45,157

)

3,700

 

16,520

 

43,665

 

Net unrealized (depreciation) appreciation on investments

 

(56,973

)

28,628

 

(50,557

)

(37,941

)

(25,860

)

 

 

 

 

 

 

 

 

 

 

 

 

Net realized and unrealized gain (loss) on investments

 

32,923

 

(16,529

)

(46,857

)

(21,421

)

17,805

 

 

 

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in net assets resulting from operations

 

$

27,324

 

$

2,798

 

$

(37,560

)

$

(19,842

)

$

19,269

 

 

 

 

 

 

 

 

 

 

 

 

 

Per Share:

 

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in net assets per share resulting from operations

 

$

1.22

 

$

0.12

 

$

(1.66

)

$

(0.88

)

$

0.82

 

Dividends per share

 

$

0.555

 

$

0.710

 

$

0.540

 

$

0.540

 

$

0.540

 

Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

 

Portfolio at value

 

$

292,525

 

$

360,120

 

$

400,876

 

$

447,630

 

$

417,921

 

Portfolio at cost

 

363,218

 

374,712

 

443,717

 

439,970

 

371,932

 

Total assets

 

403,409

 

434,491

 

516,842

 

577,713

 

564,450

 

Shareholders’ equity

 

279,489

 

279,558

 

294,076

 

343,903

 

376,086

 

Shareholders’ equity per share (net asset value)

 

$

13.24

 

$

12.39

 

$

12.95

 

$

15.15

 

$

16.63

 

Common shares outstanding at period end

 

21,114

 

22,556

 

22,703

 

22,703

 

22,618

 

Other Data:

 

 

 

 

 

 

 

 

 

 

 

Number of Investments funded in period

 

7

 

15

 

13

 

24

 

15

 

Investments funded ($) in period

 

$

12,650

 

$

43,968

 

$

62,591

 

$

103,671

 

$

95,701

 

Repayment/sales in period

 

116,012

 

75,105

 

65,247

 

62,508

 

103,069

 

Net investment activity in period

 

(103,362

)

(31,137

)

(2,656

)

41,163

 

(7,368

)

 

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2017

 

2016

 

2015

 

 

 

Qtr 4

 

Qtr 3

 

Qtr 2

 

Qtr 1

 

Qtr 4

 

Qtr 3

 

Qtr 2

 

Qtr 1

 

Qtr 4

 

Qtr 3

 

Qtr 2

 

Qtr 1

 

 

 

(In thousands, except per share data)

 

Quarterly Data (Unaudited):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total operating income

 

$

5,490

 

$

7,305

 

$

3,929

 

$

3,380

 

$

5,417

 

$

8,005

 

$

15,855

 

$

8,090

 

$

6,046

 

$

7,524

 

$

5,273

 

$

4,856

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Management fee

 

1,335

 

1,393

 

1,696

 

1,814

 

1,721

 

1,932

 

1,958

 

1,979

 

1,900

 

1,899

 

2,066

 

1,980

 

Portfolio fees - asset management

 

148

 

146

 

138

 

177

 

183

 

185

 

186

 

187

 

187

 

189

 

187

 

204

 

Management fee - asset management

 

67

 

67

 

49

 

62

 

72

 

60

 

86

 

101

 

85

 

77

 

(18

)

16

 

Administrative

 

983

 

804

 

1,172

 

1,474

 

802

 

1,319

 

1,174

 

958

 

1,685

 

1,136

 

1,325

 

1,159

 

Interest, fees and other borrowing costs

 

2,495

 

2,649

 

2,606

 

2,538

 

2,598

 

2,488

 

2,497

 

2,629

 

2,532

 

2,627

 

2,616

 

2,455

 

Net Incentive compensation

 

(1,224

)

5,077

 

985

 

760

 

577

 

(1,512

)

1,135

 

(2,230

)

(771

)

(3,404

)

(3,462

)

(2,120

)

Total waiver by adviser

 

(372

)

(386

)

(461

)

(491

)

(467

)

(521

)

(1,527

)

(532

)

(37

)

(38

)

(37

)

(38

)

Tax expense

 

1

 

 

 

1

 

1

 

 

1

 

 

 

1

 

1

 

 

Net operating income (loss) before net realized and unrealized gains

 

2,057

 

(2,445

)

(2,256

)

(2,955

)

(70

)

4,054

 

10,345

 

4,998

 

465

 

5,037

 

2,595

 

1,200

 

Net (decrease) increase in net assets resulting from operations

 

$

(4,028

)

$

23,906

 

$

3,069

 

$

4,377

 

$

5,279

 

$

(3,536

)

$

6,046

 

$

(4,991

)

$

(2,045

)

$

(13,959

)

$

(11,813

)

$

(9,743

)

Net (decrease) increase in net assets resulting from operations per share

 

$

(0.17

)

$

1.06

 

$

0.14

 

$

0.19

 

$

0.23

 

$

(0.16

)

$

0.26

 

$

(0.21

)

$

(0.10

)

$

(0.61

)

$

(0.52

)

$

(0.43

)

Net asset value per share

 

$

13.24

 

$

13.38

 

$

12.45

 

$

12.45

 

$

12.39

 

$

12.27

 

$

12.56

 

$

12.43

 

$

12.95

 

$

13.18

 

$

13.93

 

$

14.58

 

 

Item 7.         MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

This report contains certain statements of a forward-looking nature relating to future events or the future financial performance of the Company and its investment portfolio companies. Words such as may, will, expect, believe, anticipate, intend, could, estimate, might and continue, and the negative or other variations thereof or comparable terminology, are intended to identify forward-looking statements. Forward-looking statements are included in this report pursuant to the “Safe Harbor” provision of the Private Securities Litigation Reform Act of 1995. Such statements are predictions only, and the actual events or results may differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those relating to adverse conditions in the U.S. and international economies, competition in the markets in which our portfolio companies operate, investment capital demand, pricing, market acceptance, any changes in the regulatory environments in which we operate, changes in our accounting assumptions that regulatory agencies, including the SEC, may require or that result from changes in the accounting rules or their application, competitive forces, adverse conditions in the credit markets impacting the cost, including interest rates and/or availability of financing, the results of financing and investing efforts, the ability to complete transactions, the inability to implement our business strategies and other risks identified below or in the Company’s filings with the SEC.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. The following analysis of the financial condition and results of operations of the Company should be read in conjunction with the consolidated financial statements, the notes thereto and the other financial information included elsewhere in this report.

 

OVERVIEW

 

The Company is an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a business development company under the 1940 Act. The Company’s investment objective is to seek to maximize total return from capital appreciation and/or income, though our current focus is more on yield generating investments.

 

On November 6, 2003, Mr. Tokarz assumed his positions as Chairman and Portfolio Manager of the Company. He and the Company’s management team are seeking to implement our investment

 

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objective (i.e., to maximize total return from capital appreciation and/or income) through making a broad range of private investments in a variety of industries.

 

The investments can include senior or subordinated loans, convertible debt and convertible preferred securities, common or preferred stock, equity interests, warrants or rights to acquire equity interests and other private equity transactions, among other investments. During the fiscal year ended October 31, 2016, the Company made six new and 9 follow-on investments in 6 existing portfolio companies totaling approximately $44.2 million.  During the fiscal year ended October 31, 2017, the Company made one new and 6 follow-on investments in 4 existing portfolio companies totaling approximately $7.5 million.

 

Prior to the adoption of our current investment objective, the Company’s investment objective had been to achieve long-term capital appreciation from venture capital investments in information technology companies. The Company’s investments had thus previously focused on investments in equity and debt securities of information technology companies. As of October 31, 2017, 1.3% of the current fair value of our assets consisted of Legacy Investments. We are, however, managing these Legacy Investments to try and realize maximum returns. We generally seek to capitalize on opportunities to realize cash returns on these investments when presented with a potential “liquidity event,” i.e., a sale, public offering, merger or other reorganization.

 

Our new portfolio investments are made pursuant to our current objective and strategy. We are concentrating our investment efforts on small and middle-market companies that, in our view, provide opportunities to maximize total return from capital appreciation and/or income. More recently, the Company has been focusing its strategy more on yield generating investments.  Under our investment approach, we have the authority to invest, without limit, in any one portfolio company, subject to any diversification limits required in order for us to continue to qualify as a RIC under Subchapter M of the Code.  Presently, due to our asset growth and composition, compliance with the RIC requirements limits our ability to make Non-Diversified Investments.

 

We participate in the private equity business generally by providing privately negotiated long-term equity and/or debt investment capital to small and middle-market companies. Our financings are generally used to fund growth, buyouts, acquisitions, recapitalizations, note purchases and/or bridge financings. We generally invest in private companies, though, from time to time, we may invest in public companies that may lack adequate access to public capital.

 

We may also seek to achieve our investment objective by establishing a subsidiary or subsidiaries that would serve as general partner to a private equity or other investment fund(s).  In fact, during fiscal year 2006, we established MVC Partners for this purpose.  Furthermore, the Board of Directors authorized the establishment of a PE Fund, for which an indirect wholly-owned subsidiary of the Company serves as the GP and which may raise up to $250 million.  On October 29, 2010, through MVC Partners and MVCFS, the Company committed to invest approximately $20.1 million in the PE Fund.  The PE Fund closed on approximately $104 million of capital commitments.  The Company’s Board of Directors authorized the establishment of, and investment in, the PE Fund for a variety of reasons, including the Company’s ability to make Non-Diversified Investments through the PE Fund. As previously disclosed, the Company is restricted in its ability to make Non-Diversified Investments.  For services provided to the PE Fund, the GP and MVC Partners are together entitled to receive 25% of all management fees and other fees paid by the PE Fund and its portfolio companies and up to 30% of the carried interest generated by the PE Fund.  Further, at the direction of the Board of Directors, the GP retained TTG Advisers to serve as the

 

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portfolio manager of the PE Fund.  In exchange for providing those services, and pursuant to the Board of Directors’ authorization and direction, TTG Advisers is entitled to receive the balance of the fees and any carried interest generated by the PE Fund and its portfolio companies.  Given this separate arrangement with the GP and the PE Fund, under the terms of the Company’s Advisory Agreement with TTG Advisers, TTG Advisers is not entitled to receive from the Company a management fee or an incentive fee on assets of the Company that are invested in the PE Fund. During the fiscal year ended October 31, 2012 and thereafter, MVC Partners was consolidated with the operations of the Company as MVC Partners’ limited partnership interest in the PE Fund is a substantial portion of MVC Partners operations.  Previously, MVC Partners was presented as a portfolio company on the Schedule of Investments.  The consolidation of MVC Partners has not had any material effect on the financial position or net results of operations of the Company.  Also, during fiscal year ended October 31, 2014, MVC Turf, Inc. (“MVC Turf”) was consolidated with the Company as MVC Turf was an MVC wholly-owned holding company.  The consolidation of MVC Turf did not have a material effect on the financial position or net results of operations of the Company.  On March 7, 2017, the Company exchanged its shares of MVC Turf for approximately $3.8 million of additional subordinated debt in Turf Products.  MVC Turf is no longer consolidated with the Company.  Please see Note 2 of our consolidated financial statements “Consolidation” for more information.

 

As a result of the closing of the PE Fund, consistent with the Board-approved policy concerning the allocation of investment opportunities, the PE Fund received a priority allocation of all private equity investments that would otherwise be Non-Diversified Investments for the Company during the PE Fund’s investment period that ended on October 28, 2014.  Additional capital may be called for follow-on investments in existing portfolio companies of the PE Fund or to pay operating expenses of the PE Fund until the partnership is no longer extended.

 

Additionally, in pursuit of our objective, we may acquire a portfolio of existing private equity or debt investments held by financial institutions or other investment funds should such opportunities arise.

 

Furthermore, pending investments in portfolio companies pursuant to the Company’s principal investment strategy, the Company may invest in certain securities on a short-term or temporary basis.  In addition to cash-equivalents and other money market-type investments, such short-term investments may include exchange-traded funds and private investment funds offering periodic liquidity.

 

OPERATING INCOME

 

For the Fiscal Years Ended October 31, 2017, 2016 and 2015. Total operating income was $20.1 million for the fiscal year ended October 31, 2017 and $37.4 million for the fiscal year ended October 31, 2016, a decrease of approximately $17.3 million.  Fiscal year 2016 operating income increased by approximately $13.7 million compared to Fiscal year 2015 operating income of $23.7 million.

 

For the Fiscal Year Ended October 31, 2017

 

Total operating income was $20.1 million for the fiscal year ended October 31, 2017. The decrease in operating income over the same period last year was primarily due to the decrease in dividend income and the decrease in interest earned on loans and fee income from the Company’s

 

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portfolio companies.  The Company earned approximately $17.3 million in interest and dividend income from investments in portfolio companies.  Of the $17.3 million recorded in interest/dividend income, approximately $700,000 was dividend income and $2.2 million was “payment in kind” interest.  The “payment in kind” is computed at the contractual rate specified in each investment agreement and may be added to the principal balance of each investment. The Company’s debt investments yielded annualized rates from 5.0% to 16.0%.  The Company also received fee income from asset management of the PE Fund and its portfolio companies totaling approximately $1.1 million and fee income from the Company’s portfolio companies of approximately $1.7 million, totaling approximately $2.8 million in fee income.  Of the $1.1 million of fee income from asset management activities, 75% of the income is obligated to be paid to TTG Advisers.  However, under the PE Fund’s agreements, a significant portion of the portfolio fees that are paid by the PE Fund’s portfolio companies to the GP and TTG Advisers is subject to recoupment by the PE Fund in the form of an offset to future management fees paid by the PE Fund.

 

For the Fiscal Year Ended October 31, 2016

 

Total operating income was $37.4 million for the fiscal year ended October 31, 2016. The increase in operating income over the same period last year was primarily due to an increase in dividend income and fee income from the Company’s portfolio companies.  The Company earned approximately $32.7 million in interest and dividend income from investments in portfolio companies.  Of the $32.7 million recorded in interest/dividend income, $12.5 million was dividend income from U.S. Gas and approximately $4.8 million was “payment in kind”/deferred interest.  The “payment in kind”/deferred interest is computed at the contractual rate specified in each investment agreement and may be added to the principal balance of each investment. The Company’s debt investments yielded annualized rates from 5.0% to 16.0%.  The Company also received fee income from asset management of the PE Fund and its portfolio companies totaling approximately $1.4 million and fee income from the Company’s portfolio companies of approximately $3.3 million, of which $2.3 million was one-time fee income related to the Ohio Medical sale, totaling approximately $4.7 million in fee income.  Of the $1.4 million of fee income from asset management activities, 75% of the income is obligated to be paid to TTG Advisers.  However, under the PE Fund’s agreements, a significant portion of the portfolio fees that are paid by the PE Fund’s portfolio companies to the GP and TTG Advisers is subject to recoupment by the PE Fund in the form of an offset to future management fees paid by the PE Fund.

 

For the Fiscal Year Ended October 31, 2015

 

Total operating income was $23.7 million for the fiscal year ended October 31, 2015. The increase in operating income over the same period last year was primarily due to an increase in interest earned on loans partially offset by a decrease in fee income from asset management and other income.  The main component of operating income for the fiscal year ended October 31, 2015 was interest earned on loans.  The Company earned approximately $20.4 million in interest and dividend income from investments in portfolio companies.  Of the $20.4 million recorded in interest/dividend income, approximately $5.2 million was “payment in kind”/deferred interest.  The “payment in kind”/deferred interest is computed at the contractual rate specified in each investment agreement and may be added to the principal balance of each investment. The Company’s debt investments yielded annualized rates from 9.75% to 16.0%.  The Company also received fee income from asset management of the PE Fund and its portfolio companies totaling approximately $1.3 million and fee income from the Company’s portfolio companies of approximately $2.0

 

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million, totaling approximately $3.3 million.  Of the $1.3 million of fee income from asset management activities, 75% of the income is obligated to be paid to TTG Advisers.  However, under the PE Fund’s agreements, a significant portion of the portfolio fees that are paid by the PE Fund’s portfolio companies to the GP and TTG Advisers is subject to recoupment by the PE Fund in the form of an offset to future management fees paid by the PE Fund.

 

OPERATING EXPENSES

 

For the Fiscal Years Ended October 31, 2017, 2016 and 2015.  Net Operating expenses were $25.7 million for the fiscal year ended October 31, 2017 and $18.0 million for the fiscal year ended October 31, 2016, an increase of $7.7million.  Fiscal year 2016 operating expenses increased by approximately $3.6 million compared to fiscal year 2015 operating expenses of $14.4 million.

 

For the Fiscal Year Ended October 31, 2017

 

Operating expenses, net of the Voluntary Waivers (as described below), were approximately $25.7 million or 9.03% of the Company’s average net assets for the fiscal year ended October 31, 2017.  Significant components of operating expenses for the fiscal year ended October 31, 2017 were interest and other borrowing costs of approximately $10.3 million, net incentive compensation expense of approximately $5.6 million and management fee expense paid by the Company of approximately $4.7 million, which is net of the voluntary management fee waiver of approximately $1.6 million.

 

The approximately $7.7 million increase in the Company’s net operating expenses for the fiscal year ended October 31, 2017 compared to the same period in 2016, was primarily due to the approximately $8.6 million increase in the estimated provision for incentive compensation expense, which takes into account the $1.0 million incentive fee waiver in 2016 and was partially offset by a decrease in management fee expense paid by the Company of approximately $1.0 million, including the voluntary management fee waiver.  The portfolio fees - asset management are payable to TTG Advisers for monitoring and other customary fees received by the GP from portfolio companies of the PE Fund.  To the extent the GP or TTG Advisers receives advisory, monitoring, organization or other customary fees from any portfolio company of the PE Fund or management fees related to the PE Fund, 25% of such fees shall be paid to or retained by the GP and 75% of such fees shall be paid to or retained by TTG Advisers.  On October 31, 2017, the Board approved the renewal of the Advisory Agreement for the 2018 fiscal year. In March 2016, the Adviser agreed to modify its prior agreement to waive, effective November 1, 2015, the first $1.0 million of capital gains incentive fee due under the Advisory Agreement, such that the $1.0 million waiver of incentive fee would be applied to any incentive fee due under the agreement, whether it is a capital gains incentive fee or net operating income incentive fee.  As such, a $1.0 million incentive fee waiver was recorded during the quarter ended April 30, 2016 resulting in a net $1.1 million provision being recorded for the net operating income portion of the incentive fee.  During the fiscal year ended October 31, 2017, the Company paid the Adviser the previously accrued $1.1 million incentive fee payment related to the net operating income for the quarter ended April 30, 2016.  The Company and the Adviser, similar to fiscal year 2016, agreed on an expense cap for fiscal 2017 of 3.25% under the Modified Methodology.  For fiscal year 2018, the Adviser has agreed to continue the 3.25% expense cap under the Modified Methodology.  The amount of any payments made by the GP of the PE Fund to TTG Advisers pursuant to the Portfolio Management Agreement between the GP and TTG Advisers respecting the PE Fund continues to be excluded from the calculation of the Company’s expense ratio under the Expense Limitation Agreement.  In

 

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addition, for fiscal years 2010 through 2017, TTG Advisers voluntarily agreed to extend the Voluntary Waiver.  TTG Advisers also voluntarily agreed that any assets of the Company that are invested in exchange-traded funds would not be taken into account in the calculation of the base management fee due to TTG Advisers under the Advisory Agreement.  As of October 31, 2017, the Company did not have an investment in an exchange traded fund.  Under the Modified Methodology, for the fiscal year ended October 31, 2017, the Company’s expense ratio was 2.93%, (taking into account the same carve outs as those applicable to the expense cap).  In addition, the Adviser has agreed, effective November 1, 2017, to a revised management fee structure that ties management fees to the NAV discount2 as follows: (A) If the Company’s NAV discount is greater than 20%, the management fee for the current quarter is reduced to 1.25%; (B) If the NAV discount is between 10% and 20%, the management fee will be 1.50%; and (C) If the NAV discount is less than 10% or eliminated, the 1.50% management fee would be re-examined, but in no event would it exceed 1.75%.

 

Pursuant to the terms of the Advisory Agreement, during the fiscal year ended October 31, 2017, the provision for incentive compensation was increased by a net amount of approximately $4.5 million to approximately $6.4 million, including both the pre-incentive fee net operating income and the capital gains incentive fee.  The net increase in the provision for incentive compensation during the fiscal year ended October 31, 2017, primarily reflects the realized gain from the sale of U.S. Gas above the October 31, 2016 fair value and the Valuation Committee’s determination to increase the fair values of twelve of the Company’s portfolio investments (Advantage, Centile, Custom Alloy, Dukane, JSC Tekers, Legal Solutions, Morey’s, MVC Automotive, Pride, Quantum, U.S. Tech and Equus) by a total of approximately $14.1 million. The net increase in the provision also reflects the Valuation Committee’s determination to decrease the fair values of eleven of the Company’s portfolio investments (BAC, HTI, Initials, MVC Environmental, RuMe, Turf, SCSD, Vestal, Security Holdings, SGDA Europe and Crius) by a total of approximately $14.5 million.  Also, for the quarter ended October 31, 2017, no provision was recorded for the net operating income portion of the incentive fee as pre-incentive fee net operating income for the quarter did not exceed the hurdle rate.  On July 5, 2017 and as discussed in “Realized Gains and Losses on Portfolio Securities,” the Company realized a gain of $115.9 million from the sale of U.S. Gas (the U.S. Gas Sale”). Under the Advisory Agreement, this transaction triggered an incentive compensation payment obligation to TTG Advisers, which payment, under the Advisory Agreement, is not required to be made until soon after the completion of the audit of the fiscal 2017 financials in this Report. The fiscal 2017 incentive fee payment obligation to TTG Advisers is approximately $4.4 million. The Adviser has voluntarily agreed to defer the timing for collection of the portion of this payment obligation attributable to the portions of the proceeds of the U.S. Gas Sale not represented by cash proceeds (the “Deferred Portion”).  There has not been a definitive determination as to the timing of the ultimate collection of the Deferred Portion.  Please see Note 5 of our consolidated financial statements “Incentive Compensation” for more information.

 

For the Fiscal Year Ended October 31, 2016

 

Operating expenses, net of the Voluntary Waivers (as described below), were approximately $18.0 million or 6.35% of the Company’s average net assets for the fiscal year ended October 31,

 


2  All NAV discount calculations are arrived at by taking the average daily discount to NAV for a quarter (i.e., the discount to the most recently determined NAV per share at which the Company stock price closes on any given day for the quarter based on the prior fiscal quarter’s NAV per share).

 

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2016.  Significant components of operating expenses for the fiscal year ended October 31, 2016 were interest and other borrowing costs of approximately $10.2 million and management fee expense paid by the Company of approximately $5.7 million, which is net of the voluntary management fee waiver of approximately $1.9 million.

 

The approximately $3.6 million increase in the Company’s net operating expenses for the fiscal year ended October 31, 2016 compared to the same period in 2015, was primarily due to the approximately $6.7 million increase in the estimated provision for incentive compensation expense, including a $1.0 million incentive fee waiver for the fiscal year ended October 31, 2016, which was partially offset by an approximately $2.2 million decrease in management fee expense that included a voluntary management fee waiver of approximately $1.9 million.  The approximately $1.0 million decrease in audit and tax preparation fees for the fiscal year ended October 31, 2016 compared to the same period in 2015 was due to the delay in filing both the Annual Report on Form 10-K for the fiscal year ended October 31, 2015 and the Quarterly Report for the period ended January 31, 2016 and the timing of the work performed by the Company’s auditors during the fiscal year ended October 31, 2016.  The portfolio fees - asset management are payable to TTG Advisers for monitoring and other customary fees received by the GP from portfolio companies of the PE Fund.  To the extent the GP or TTG Advisers receives advisory, monitoring, organization or other customary fees from any portfolio company of the PE Fund or management fees related to the PE Fund, 25% of such fees shall be paid to or retained by the GP and 75% of such fees shall be paid to or retained by TTG Advisers.  On October 28, 2016, the Board approved the renewal of the Advisory Agreement for the 2017 fiscal year. Further, the Adviser agreed to continue to waive a portion of the base management fee so that it is reduced to 1.50% for fiscal year 2017.  In March 2016, the Adviser agreed to modify its prior agreement to waive, effective November 1, 2015, the first $1.0 million of capital gains incentive fee due under the Advisory Agreement, such that the $1.0 million waiver of incentive fee would be applied to any incentive fee due under the agreement, whether it is a capital gains incentive fee or net operating income incentive fee.  Furthermore, the Company and the Adviser, similar to fiscal year 2016, agreed on an expense cap for fiscal 2017 of 3.25% under the Modified Methodology.  The amount of any payments made by the GP of the PE Fund to TTG Advisers pursuant to the Portfolio Management Agreement between the GP and TTG Advisers respecting the PE Fund continues to be excluded from the calculation of the Company’s expense ratio under the Expense Limitation Agreement.  In addition, for fiscal years 2010 through 2016, TTG Advisers voluntarily agreed to extend the Voluntary Waiver.  TTG Advisers also voluntarily agreed that any assets of the Company that are invested in exchange-traded funds would not be taken into account in the calculation of the base management fee due to TTG Advisers under the Advisory Agreement.  As of October 31, 2016, the Company did not have an investment in an exchange traded fund.  Under the Modified Methodology, for the fiscal year ended October 31, 2016, the Company’s expense ratio was 2.47%, (taking into account the same carve outs as those applicable to the expense cap).

 

Pursuant to the terms of the Advisory Agreement, during the fiscal year ended October 31, 2016, the provision for incentive compensation was decreased by a net amount of approximately $3.0 million to approximately $1.9 million, including both the net operating income portion of the incentive fee and the capital gains portion of the incentive fee.  The net decrease in the provision for incentive compensation during the fiscal year ended October 31, 2016 primarily reflects the Valuation Committee’s determination to decrease the fair values of sixteen of the Company’s portfolio investments (Custom Alloy, MVC Automotive, Security Holdings, SGDA Europe, Tekers, Turf, JSC Tekers, RuMe, BAC, Biogenics, Morey’s, Ohio Medical, Equus, Legal Solutions, MVC Environmental and Initials) by a total of approximately $32.0 million.  The net decrease in

 

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the provision also reflects the Valuation Committee’s determination to increase the fair values of ten of the Company’s portfolio investments (NPWT, Centile, SCSD, Agri-Carriers, RX, U.S. Gas, Advantage, Thunderdome, U.S. Tech and Vestal) by a total of approximately $8.5 million.  For the fiscal year ended October 31, 2016, no incentive compensation was paid.  For the quarter ended April 30, 2016, a $2.1 million provision was recorded for the net operating income portion of the incentive fee as pre-incentive fee net operating income exceeded the hurdle rate.  A $1.0 million incentive fee waiver was recorded during the quarter ended April 30, 2016 resulting in a net $1.1 million provision being recorded for the net operating income portion of the incentive fee.  For the quarter ended October 31, 2016, no provision was recorded for the net operating income portion of the incentive fee as pre-incentive fee net operating income for the quarter did not exceed the hurdle rate.  Please see Note 5 of our consolidated financial statements “Incentive Compensation” for more information.

 

For the Fiscal Year Ended October 31, 2015

 

Operating expenses, net of the Voluntary Waivers (as described below), were approximately $14.4 million or 4.54% of the Company’s average net assets for the fiscal year ended October 31, 2015.  Significant components of operating expenses for the fiscal year ended October 31, 2015 were interest and other borrowing costs of approximately $10.2 million and management fee expense paid by the Company of approximately $7.8 million.

 

The approximately $3.8 million decrease in the Company’s net operating expenses for the fiscal year ended October 31, 2015 compared to the same period in 2014, was primarily due to the approximately $5.0 million decrease in the estimated provision for incentive compensation expense and approximately $836,000 decrease in management fees, which was partially offset by an increase in interest and other borrowing costs of approximately $788,000 and an increase in audit and tax preparation fees, which was due to the fiscal year 2014 restatements and related expenses, totaling $836,000.  The portfolio fees - asset management are payable to TTG Advisers for monitoring and other customary fees received by the GP from portfolio companies of the PE Fund.  To the extent the GP or TTG Advisers receives advisory, monitoring, organization or other customary fees from any portfolio company of the PE Fund or management fees related to the PE Fund, 25% of such fees shall be paid to or retained by the GP and 75% of such fees shall be paid to or retained by TTG Advisers.  For the 2015 fiscal year, TTG Advisers voluntarily agreed to extend the Voluntary Waiver.  TTG Advisers voluntarily agreed that any assets of the Company that were invested in exchange-traded funds would not be taken into account in the calculation of the base management fee due to TTG Advisers under the Advisory Agreement.  TTG Advisers has voluntarily agreed to waive any management fees on the Company’s assets invested in Equus common stock.  The Company and the Adviser have agreed to continue the expense cap of 3.5% (on consolidated expenses of the Company, including any amounts payable to TTG Advisers under the base management fee, but excluding the amount of any interest and other direct borrowing costs, taxes, incentive compensation, payments made by the GP of the PE Fund to TTG Advisers pursuant to the Portfolio Management Agreement between the GP and TTG Advisers respecting the PE Fund and extraordinary expenses taken as a percentage of the Company’s average net assets)  into fiscal year 2015, though they modified the methodology so that the cap is applied to limit the Company’s ratio of expenses to total assets less cash (the “Modified Methodology”), consistent with the asset level used to calculate the base management fee. (The expenses covered by the cap remain unchanged.)  Under the Modified Methodology, for the fiscal year ended October 31, 2015, the Company’s expense ratio was 3.21% (taking into account the same carve outs as those applicable to the expense cap).

 

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Pursuant to the terms of the Advisory Agreement, during the fiscal year ended October 31, 2015, the provision for incentive compensation was decreased by a net amount of approximately $9.7 million to approximately $5.0 million.  The net decrease in the provision for incentive compensation during the fiscal year ended October 31, 2015 primarily reflects the Valuation Committee’s determination to decrease the fair values of sixteen of the Company’s portfolio investments (Custom Alloy, NPWT, BAC, Tekers, PrePaid Legal, Centile, Biovation, Inland, MVC Automotive, Ohio Medical, SGDA Europe, Security Holdings, JSC Tekers, Morey’s, Velocitius and Equus) by a total of approximately $58.2 million.  The net decrease in the provision also reflects the Valuation Committee’s determination to increase the fair values of five of the Company’s portfolio investments (Turf, RuMe, Biogenic, Advantage Insurance and SCSD) by a total of approximately $4.3 million.  The Valuation Committee also increased the fair value of the Ohio Medical series C convertible preferred stock by approximately $4.7 million due to a PIK distribution, which was treated as a return of capital.  For the fiscal year ended October 31, 2015, no incentive compensation fee was paid.  Also, for the fiscal year ended October 31, 2015, no provision was recorded for the net operating income portion of the incentive fee as pre-incentive fee net operating income did not exceed the hurdle rate.  Please see Note 5 of our consolidated financial statements “Incentive Compensation” for more information.

 

REALIZED GAINS AND LOSSES ON PORTFOLIO SECURITIES

 

For the Fiscal Years Ended October 31, 2017, 2016 and 2015. Net realized gains for the fiscal year ended October 31, 2017 were approximately $89.9 million and net realized losses for the fiscal year ended October 31, 2016 were $45.2 million, an increase of approximately $135.1 million.  Net realized gains for the fiscal year ended October 31, 2015 were $3.7 million.

 

For the Year Ended October 31, 2017

 

Net realized gains for the fiscal year ended October 31, 2017 were approximately $89.9 million.  The Company’s net realized gains for the fiscal year ended October 31, 2017 were primarily due to realized gains of approximately $115.9 million from the sale of U.S. Gas and approximately $10.2 million on the sale of AccuMed Corp., a portfolio company of the PE Fund, which were partially offset by realized losses of $27.5 million from the SGDA Europe conversion and the sale of two legacy investments, Actelis Network, Inc. (“Actelis”) and Mainstream Data Inc. (“Mainstream”), totaling $8.7 million.

 

On December 23, 2016, the Company received proceeds of approximately $12.2 million from the PE Fund related to the sale of AccuMed Corp., a portfolio company of the PE Fund.  The Company’s pro-rata share of the PE Fund’s investment in AccuMed Corp. totaled approximately $2.4 million, resulting in a realized gain of approximately $9.8 million.  The Company later received an escrow distribution of approximately $416,000 and carried interest payments from the PE Fund totaling approximately $390,000 related to the sale, which were recorded as additional realized gains.

 

On March 7, 2017, the Company exchanged its shares of MVC Turf, the holding company which owned the Company’s LLC interest in Turf Products, for approximately $3.8 million of additional subordinated debt in Turf Products.  The Company also received a cash distribution from MVC Turf prior to the share exchange of approximately $323,000, which was treated as a return of capital.  The Company realized a gain of approximately $609,000 as a result of the share exchange.

 

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On March 22, 2017, the Company sold its common stock and warrant in Vestal receiving proceeds of approximately $687,000 and approximately $413,000, respectively.  This resulted in realized gains of approximately $437,000 and approximately $413,000 related to the common stock and warrant, respectively.

 

On April 7, 2017, the Company realized a loss of approximately $2.3 million on the common stock and loan of Tekers.

 

On June 8, 2017, the Company received total proceeds of approximately $18.1 million for the repayment of the outstanding Biogenic loans.  The total proceeds include repayment of all outstanding principal and a substantial portion of the unpaid accrued interest related to the loans that were previously reserved against in full beginning on April 1, 2016.  The warrants were also realized as part of this transaction resulting in a realized loss of approximately $620,000.

 

On July 5, 2017, the Company received gross consideration for its investment in U.S. Gas valued at approximately $127.4 million, including approximately $11.0 million for the repayment of its two outstanding loans from the Company. The fair value of the consideration received by the Company for its equity investment in U.S. Gas was $116.4 million. As a result of the gross consideration received, the Company realized a gain of approximately $115.9 million. The $116.4 million was comprised of: (i) cash of approximately $50.0 million; (ii) 9.5% second-lien callable notes due in July 2025 with a face amount of approximately $40.5 million (before certain post-closing and indemnification adjustments, if any); and (iii) 3,282,982 Crius trust units valued at approximately $25.9 million on the date of closing.

 

On August 29, 2017, the Company realized a loss of approximately $5.0 million on the sale of the Actelis common stock back to the company.

 

On September 19, 2017, Quantum repaid its loan in full, including all accrued interest.  At the same time, the Company sold the Quantum warrant resulting in a realized gain of approximately $540,000.

 

On September 29, 2017, the Company realized a loss of approximately $3.7 million on the sale of Mainstream common stock back to the company.

 

On October 18, 2017, the Company realized a loss of approximately $785,000 on the sale of the BAC common stock.

 

On October 26, 2017, the Company exchanged its common equity interest in SGDA Europe for a $1.2 million first lien note, resulting in a realized loss of approximately $27.5 million.

 

During the fiscal year ended October 31, 2017, the Company recorded net realized gains of approximately $230,000 from the sale of certain short-term investments and approximately $1.3 million from its escrow receivables.

 

For the Year Ended October 31, 2016

 

Net realized losses for the fiscal year ended October 31, 2016 were approximately $45.2 million.  The Company’s net realized loss for the fiscal year ended October 31, 2016 was primarily

 

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due to realized losses of approximately $30.5 million on the sale of Ohio Medical common and preferred stock, approximately $6.2 million on the Inland senior secured loan and warrant and approximately $5.6 million on the G3K loan and warrant.

 

On December 22, 2015, the Company realized a loss of approximately $1.5 million as a result of the dissolution of Biovation.

 

On December 24, 2015, the Company realized losses of approximately $5.5 million on Inland’s senior secured loan and $713,000 on its warrants as part of Inland’s restructuring.  As part of the restructuring, the Company received a $6.0 million senior secured loan from MVC Environmental, Inc. and received 950 of its common shares.  The loan bears annual interest of 9% and matures on December 22, 2020.

 

On December 31, 2015, the Company completed the sale of Ohio Medical through an asset sale.  The Company expects gross proceeds of approximately $40.0 million, including fees. At the time of closing, the Company received cash proceeds of approximately $29.0 million and anticipates receiving an additional $11.0 million, assuming the full receipt of all escrow proceeds scheduled for various periods, with the final release of payment scheduled for 18 months from the closing.

 

On May 31, 2016, the Company realized a loss of approximately $1.2 million with the dissolution of NPWT.

 

On October 31, 2016, the Company realized a loss of approximately $5.6 million on its investment in G3K.

 

During the fiscal year ended October 31, 2016, the Company also recorded net realized gains of approximately $126,000 with the sale of its short-term investments and net realized losses of approximately $360,000 on its escrow receivables.

 

For the Year Ended October 31, 2015

 

Net realized gains for the fiscal year ended October 31, 2015 were approximately $3.7 million.  The main components of the Company’s net realized gain for the fiscal year ended October 31, 2015 was primarily due to the realized gain of approximately $15.0 million on the sale of Vestal common stock which was partially offset by realized losses of $2.2 million on the sale of the Biovation loans when BAC credit purchased the assets of Biovation, $2.7 million on the sale of the common equity interest in Velocitius and $6.7 million on the dissolution of HH&B.

 

On May 29, 2015, the Company sold its 81,000 shares of common stock in Vestal for approximately $17.9 million resulting in a realized gain of approximately $15.0 million.  The total proceeds included a $1.0 million dividend and assumes full receipt of the escrow proceeds.  The $600,000 loan was also repaid in full including all accrued interest.

 

On October 16, 2015, the Company sold its remaining common equity interest in Velocitius and received zero proceeds resulting in a realized loss of approximately $2.7 million.

 

On October 30, 2015, the Company realized a loss of $6.7 million from the dissolution of HH&B.

 

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During the fiscal year ended October 31, 2015, the Company also recorded net realized gains of approximately $302,000 from the sale of its short-term investments.

 

UNREALIZED APPRECIATION AND DEPRECIATION ON PORTFOLIO SECURITIES

 

For the Fiscal Years Ended October 31, 2017, 2016 and 2015. The Company had a net change in unrealized depreciation on portfolio investments of $57.0 million for the fiscal year ended October 31, 2017 and unrealized appreciation of $28.6 million for the fiscal year ended October 31, 2016, a decrease of approximately $85.6 million.  The Company had a net change in unrealized depreciation on portfolio investments of $50.6 million for the fiscal year ended October 31, 2015.

 

For the Fiscal Year Ended October 31, 2017

 

The Company had a net change in unrealized depreciation on portfolio investments of approximately $57.0 million for the fiscal year ended October 31, 2017.  The primary components of the net change in unrealized depreciation for the fiscal year ended October 31, 2017 were the reversal of the unrealized appreciation on the U.S. Gas convertible series I preferred stock of approximately $88.9 million (due to the sale of U.S. Gas), the general partnership interest and limited partnership interest in the PE Fund by a total of approximately $6.5 million, the Turf equity interest of approximately $456,000 and the Vestal common stock and warrant totaling approximately $750,000. These reversals were partially offset by the reversal of the unrealized depreciation on the Tekers common stock and loan of approximately $2.3 million, the Biogenic loan and warrant totaling approximately $1.3 million, the Actelis common stock of $5.0 million, the Mainstream common stock of approximately $3.8 million and the SGDA Europe common equity interest by approximately $27.7 million.  The net change is also a result of the Valuation Committee determination to decrease the fair value of the Company’s investments in: BAC common stock by approximately $55,000, Foliofn preferred stock by $533,000, HTI loan by approximately $112,000, Initials loan by approximately $444,000, MVC Environmental common stock by approximately $1.7 million, loan by approximately $2.0 million and letter of credit by approximately 9,000, RuMe series C preferred stock by approximately $619,000, common stock by approximately $137,000, series B-1 preferred stock by approximately $9,000 and letter of credit by approximately $345,000, Security Holdings equity interest by approximately $3.0 million, Turf loan by approximately $14,000, SCSD common stock by $1.1 million, Vestal loan by approximately $57,000, common stock by approximately $54,000 and warrant by approximately $62,000, SGDA Europe common equity interest by approximately $431,000 and the Crius equity units by approximately $4.8 million.  These changes in unrealized depreciation were partially off-set by the Valuation Committee determination to increase the fair value of the Company’s investments in: Advantage preferred stock by approximately $592,000, Centile equity interest by $1.4 million, Custom Alloy second lien and unsecured loans by a total of approximately $732,000, Dukane loan by approximately $73,000, JSC Tekers preferred stock by approximately $466,000, Legal Solutions loan by approximately $244,000, Morey’s loan by approximately $2.7 million, MVC Automotive equity interest by approximately $3.9 million, Pride loan by approximately $51,000, Quantum loan by approximately $323,000 and warrant by approximately $1.0 million, U.S. Tech loan by $5,000, MVC Private Equity Fund L.P. general partnership interest and limited partnership interest in the PE Fund by a total of approximately $1.7 million, RuMe warrants by approximately $348,000 and guarantee by approximately $81,000, Turf guarantee by approximately $3,000 and the Equus common stock by approximately $2.5 million.

 

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For the Fiscal Year Ended October 31, 2016

 

The Company had a net change in unrealized appreciation on portfolio investments of approximately $28.6 million for the fiscal year ended October 31, 2016.  The change in unrealized appreciation for the fiscal year ended October 31, 2016 primarily resulted from the reversal of the unrealized depreciation on the Ohio Medical common and preferred stock, Inland senior secured loan and warrants, the Biovation bridge loan and warrant, G3K loan and the NPWT common and preferred stock by a total of approximately $45.4 million.  The net change is also a result of the Valuation Committee determination to increase the fair value of the Company’s investments in: Turf guarantee by approximately $27,000, RuMe series B-1 preferred stock by $349,000 and warrant by approximately $718,000, Agri-Carriers loan by approximately $95,000, Thunderdome loan by $30,000, Equus common stock by approximately $667,000, U.S. Tech loan by $50,000, Vestal loan by approximately $57,000, common stock by approximately $427,000 and warrants by approximately $438,000, U.S. Gas preferred stock series I by $5.7 million, Advantage preferred stock by approximately $289,000, Foliofn preferred stock by approximately $344,000, MVC Private Equity Fund L.P. general partnership interest and limited partnership interest in the PE Fund by a total of approximately $3.3 million, NPWT preferred stock by $4,000, Centile equity interest by $474,000, RX loan by approximately $230,000 and SCSD common stock by $750,000.    These changes in unrealized appreciation were partially off-set by the Valuation Committee determination to decrease the fair value of the Company’s investments in: Custom Alloy second lien and unsecured loans by a total of approximately $6.5 million, MVC Automotive equity interest by approximately $2.7 million, RuMe common stock by approximately $384,000, series C preferred stock by $632,000 and guarantee by approximately $278,000, SGDA Europe equity interest by approximately $4.8 million, Tekers common stock by $342,000 and loan by approximately $28,000, Initials loan by approximately $65,000, Turf loan by approximately $107,000, MVC Environmental common stock by $1.5 million, Security Holdings equity interest by $10.4 million, JSC Tekers preferred stock by approximately $1.3 million and common stock by $4,000, Biogenic warrant and loans by a total of approximately $2.4 million, Morey’s loan by approximately $323,000, Legal Solutions loan by approximately $129,000 and BAC common stock by approximately $500,000.

 

For the Fiscal Year Ended October 31, 2015

 

The Company had a net change in unrealized depreciation on portfolio investments of approximately $50.6 million for the fiscal year ended October 31, 2015.  The change in unrealized depreciation for the fiscal year ended October 31, 2015 primarily resulted from the Valuation Committee’s decision to decrease the fair value of the Company’s investments in: Foliofn, Inc. preferred stock by $297,000, NPWT common stock by $3,000 and preferred stock by $45,000, Tekers common stock by $883,000,  PrePaid Legal loan by $100,000,  Centile equity interest by $339,000,  BAC common stock by approximately $229,000,  Biovations loan by approximately $3.4 million,  Morey’s second lien loan by approximately $1.9 million,  Velocitius B.V. (“Velocitius”) equity interest by $2.8 million, Equus common stock by approximately $2.1 million, JSC Tekers preferred and common stock by a combined $1.1 million, Security Holdings equity interest by $5.3 million, SGDA Europe equity interest by approximately $4.0 million, Custom Alloy second lien loan by approximately $153,000, Ohio Medical series A preferred stock by $17.7 million, MVC Automotive equity interest by $10.9 million, Inland warrant by approximately $700,000 and loan by approximately $6.4 million and the reversal of the unrealized appreciation on the Vestal common stock which resulted in a realized gain of approximately $15.0 million. These changes in unrealized depreciation were partially off-set by the Valuation Committee determination to increase the fair value of the Company’s investments in: Turf loan and guarantee by a total of

 

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approximately $25,000, Biogenic warrant and senior convertible note by a total of approximately $802,000, SCSD common stock by $387,000, Advantage preferred stock by approximately $294,000, MVC Private Equity Fund L.P. general partnership interest and limited partnership interest in the PE Fund by a total of approximately $2.0 million and RuMe series C preferred stock and series B preferred stock by a total of approximately $2.8 million and the reversal of the unrealized depreciation on the Biovation loan, Velocitius equity interest and HH&B which resulted in total realized loss of approximately $11.6 million.  The Valuation Committee also increased the fair value of the Ohio Medical series C convertible preferred stock by approximately $4.7 million due to a PIK distribution, which was treated as a return of capital.

 

PORTFOLIO INVESTMENTS

 

For the Fiscal Year Ended October 31, 2017 and October 31, 2016.  The cost of the portfolio investments held by the Company at October 31, 2017 and at October 31, 2016 was $363.2 million and $374.7 million, respectively, a decrease of $11.5 million.  The aggregate fair value of portfolio investments at October 31, 2017 and at October 31, 2016 was $292.5 million and $360.1 million, respectively, a decrease of approximately $67.6 million.  The cost and fair value of cash, restricted cash and cash equivalents held by the Company at October 31, 2017 and October 31, 2016 was $106.7 million and $21.0 million, respectively, representing an increase of approximately $85.7 million.  The cost and fair value of U.S. Treasury obligations held by the Company at October 31, 2017 was $0 and at October 31, 2016 was $35.0 million, respectively.

 

For the Fiscal Year Ended October 31, 2017

 

During the fiscal year ended October 31, 2017, in connection with the sale of U.S. Gas, the Company received securities that totaled approximately $66.4 million (based on values determined as of July 5, 2017).  The securities were received from U.S. Gas ($40.5 million) and Crius ($25.9 million).  The Company also made one new investment in Highpoint ($5.0 million).

 

During the fiscal year ended October 31, 2017, the Company made 6 follow-on investments in 4 existing portfolio companies that totaled approximately $7.5 million.  On November 9, 2016, the Company invested approximately $59,000 in MVC Environmental and received an additional 30 shares of common stock.  On December 1, 2016, the Company loaned an additional $500,000 to U.S. Tech increasing the total amount outstanding to $5.5 million.  On December 13, 2016, the Company loaned an additional $475,000 to MVC Automotive increasing the amount outstanding on the bridge loan to approximately $3.8 million.  The maturity date was also extended to December 31, 2017.  On April 3, 2017, the Company loaned Security Holdings approximately $4.1 million in the form of a bridge loan with an interest rate of 5% and a maturity date of December 31, 2019.  On May 3, 2017, the Company invested approximately $1.1 million in MVC Automotive for additional common equity and loaned MVC Automotive approximately $1.1 million, increasing the amount outstanding on the bridge loan to approximately $4.9 million.  The maturity date was also extended to June 30, 2018.  On October 2, 2017, the Company loaned Security Holdings an additional $150,000, increasing the amount outstanding on the loan to approximately $4.2 million.

 

On December 23, 2016, the Company received proceeds of approximately $12.2 million from the PE Fund related to the sale of AccuMed Corp., a portfolio company of the PE Fund.  The Company’s pro-rata share of the PE Fund’s investment in AccuMed Corp. totaled approximately $2.4 million, resulting in a realized gain of approximately $9.8 million.  The Company later received an escrow distribution of approximately $416,000 and carried interest payments from the

 

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PE Fund totaling approximately $390,000 related to the sale, which were recorded as additional realized gains.

 

On January 4, 2017, BAC repaid their senior loan in full, including all accrued interest totaling approximately $31,000.

 

On March 7, 2017, the Company exchanged its shares of MVC Turf, the holding company that owned the Company’s LLC interest in Turf Products, for approximately $3.8 million of additional subordinated debt in Turf Products.  This additional subordinated debt increases the Company’s existing subordinated debt investment to approximately $7.7 million.   The subordinated debt has an interest rate of 10% and matures on August 7, 2020.  The Company’s warrant and guarantee were also retired as a part of this recapitalization.  The Company also received a cash distribution from MVC Turf prior to the share exchange of approximately $323,000, which was treated as a return of capital.  The Company realized a gain of approximately $609,000 as a result of the share exchange.

 

On March 22, 2017, the Company sold its common stock and warrant in Vestal receiving proceeds of approximately $687,000 and approximately $413,000, respectively.  This resulted in realized gains of approximately $437,000 and approximately $413,000 related to the common stock and warrant, respectively.  The Company also received a principal payment of approximately $4.1 million on its senior subordinated loan as part of Vestal’s refinancing resulting in an outstanding balance of approximately $2.5 million.  The new loan has an interest rate of 12% and a maturity date of August 21, 2022.

 

On April 7, 2017, the Company realized a loss of approximately $2.3 million on the sale of the common stock and the forgiveness of the loan to Tekers.

 

On April 12, 2017, the Company received a principal payment from Pride of approximately $79,000.

 

On April 24, 2017, Equus entered into a definitive agreement to acquire U.S. Gas (the “Equus Merger Agreement”).  Closing of the transaction was subject to a number of conditions.  On May 23, 2017, the Boards of MVC and U.S. Gas provided notice to Equus of a superior proposal that had been received from Crius and of MVC’s and U.S. Gas’s intent to terminate the Equus Merger Agreement.  On May 30, 2017, MVC and U.S. Gas terminated the Equus Merger Agreement, and in connection with such termination and pursuant to the Equus Merger Agreement, U.S. Gas paid to Equus a termination fee of $2.5 million.

 

On April 28, 2017, the Company received a principal payment from Morey’s of $262,000.

 

On May 30, 2017, U.S. Gas entered into a definitive agreement to be acquired by Crius Energy Trust for $172.5 million in a combination of cash, second-lien notes, and Crius trust units.

 

On June 8, 2017, the Company received total proceeds of approximately $18.1 million for the repayment of the outstanding Biogenic loans.  The total proceeds include repayment of all outstanding principal and a substantial portion of the unpaid accrued interest related to the loans that were previously reserved against in full beginning on April 1, 2016.  The warrants were also realized as part of this transaction resulting in a realized loss of approximately $620,000.

 

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On June 26, 2017, Thunderdome repaid its loan in full totaling approximately $3.0 million, including all accrued interest.

 

On July 5, 2017, the Company received gross consideration for its investment in U.S. Gas valued at approximately $127.4 million, including approximately $11.0 million for the repayment of its two outstanding loans from the Company. The fair value of the consideration received by the Company for its equity investment in U.S. Gas was $116.4 million. As a result of the gross consideration received, the Company realized a gain of approximately $115.9 million. The $116.4 million was comprised of: (i) cash of approximately $50.0 million; (ii) 9.5% second-lien callable notes due in July 2025 with a face amount of approximately $40.5 million (before certain post-closing and indemnification adjustments, if any); and (iii) 3,282,982 Crius trust units valued at approximately $25.9 million on the date of closing. In addition to the approximately $116.4 million proceeds that the Company received from the sale of U.S. Gas to Crius (pre-indemnification and pre- working capital true-up), the Company also received $1.48 million in cash to hold in its capacity as Holder Representative (of the U.S. Gas selling shareholders). This $1.48 million cash received by the Company will be used to pay, over time, for legal costs, potential settlements, true-up payments, etc. on behalf of the U.S. Gas selling shareholders.    Since the Company expects the $1.48 million to be fully used for legal costs, settlements and true-up payments, on behalf of the U.S. Gas selling shareholders, the Company has reserved in full against all proceeds received.  If there are any excess proceeds, once all costs and payments associated with the transaction have been made, the excess proceeds will be split amongst the non-legacy U.S. Gas selling shareholders on a pro-rata basis.

 

On July 20, 2017, Pride repaid its loan in full totaling approximately $5.1 million, including all accrued interest.

 

On August 29, 2017, the Company realized a loss of approximately $5.0 million on the sale of the Actelis common stock back to the company.

 

On September 19, 2017, Quantum repaid its loan in full, including all accrued interest.  At the same time, the Company sold the Quantum warrant resulting in a realized gain of approximately $540,000.

 

On September 29, 2017, the Company realized a loss of approximately $3.7 million on the sale of Mainstream common stock back to the company.

 

On October 18, 2017, the Company realized a loss of approximately $785,000 on the sale of the BAC common stock.

 

On October 26, 2017, the Company exchanged its common equity interest in SGDA Europe for a $1.2 million first lien note, resulting in a realized loss of approximately $27.5 million.

 

During the fiscal year ended October 31, 2017, Initials made a principal payment of approximately $69,000.

 

During the fiscal year ended October 31, 2017, the Company recorded a distribution of approximately $330,000 from Security Holdings, which was recorded as a return of capital.

 

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During the quarter ended January 31, 2017, the Valuation Committee increased the fair value of the Company’s investments in: Advantage preferred stock by approximately $136,000, Centile equity interest by $340,000, Custom Alloy unsecured loan by approximately $370,000, Dukane loan by approximately $71,000, Legal Solutions loan by approximately $112,000, Morey’s loan by approximately $462,000, Pride loan by approximately $51,000, Quantum loan by approximately $323,000 and warrant by approximately $1.0 million, Security Holdings equity interest by approximately $1.5 million, MVC Private Equity Fund L.P. general partnership interest and limited partnership interest in the PE Fund by a total of approximately $99,000, Turf loan by approximately $7,000 and guarantee by approximately $3,000, RuMe guarantee by approximately $50,000 and the U.S. Tech loan by $5,000.  The Valuation Committee also increased the Ohio Medical escrow by approximately $73,000 that was recorded as a realized gain.  In addition, increases in the cost basis and fair value of the loans to Vestal, HTI, Legal Solutions, MVC Environmental, FDS, RuMe, Dukane and U.S. Gas were due to the capitalization of PIK interest totaling $511,649.  The Valuation Committee also decreased the fair value of the Company’s investments in: BAC common stock by approximately $55,000, Custom Alloy second lien loan by approximately $575,000, Foliofn preferred stock by $264,000, Initials loan by approximately $95,000, JSC Tekers preferred stock by approximately $43,000, MVC Automotive equity interest by $307,000, MVC Environmental common stock by approximately $517,000, RuMe series C preferred stock by approximately $186,000, series B-1 preferred stock by approximately $9,000, common stock by approximately $42,000 and warrant by approximately $66,000, SCSD common stock by $560,000, SGDA Europe common equity interest by approximately $252,000 and Vestal loan by approximately $57,000, common stock by approximately $54,000 and warrant by approximately $62,000.

 

During the quarter ended April 30, 2017, the Valuation Committee increased the fair value of the Company’s investments in: Advantage preferred stock by approximately $219,000, Centile equity interest by $136,000, Dukane loan by approximately $1,000, Foliofn preferred stock by $128,000, JSC Tekers preferred stock by approximately $71,000, Legal Solutions loan by approximately $130,000, Morey’s loan by approximately $1.3 million, MVC Automotive equity interest by approximately $1.7 million, Quantum warrant by approximately $2,000, RuMe guarantee by approximately $91,000 and the MVC Private Equity Fund L.P. general partnership interest and limited partnership interest in the PE Fund by a total of approximately $171,000.  The Valuation Committee also increased the Ohio Medical escrow by approximately $228,000 that was recorded as a realized gain.  In addition, increases in the cost basis and fair value of the loans to HTI, Legal Solutions, MVC Environmental, RuMe, Dukane and U.S. Gas were due to the capitalization of PIK interest totaling $406,896.  The Valuation Committee also decreased the fair value of the Company’s investments in: Initials loan by approximately $47,000, MVC Environmental common stock by approximately $410,000, RuMe series C preferred stock by approximately $164,000, series B-1 preferred stock by approximately $5,000, common stock by approximately $36,000 and warrant by approximately $72,000, SGDA Europe common equity interest by approximately $106,000, Security Holdings equity interest by approximately $962,000, Turf loan by approximately $246,000 and SCSD common stock by $215,000.

 

During the quarter ended July 31, 2017, the Valuation Committee increased the fair value of the Company’s investments in: Advantage preferred stock by approximately $139,000, Centile equity interest by $629,000, Custom Alloy unsecured loan by approximately $317,000, Dukane loan by approximately $1,000, JSC Tekers preferred stock by approximately $419,000, Legal Solutions loan by approximately $1,000, Morey’s loan by approximately $1.0 million, MVC Automotive equity interest by approximately $1.4 million, MVC Private Equity Fund L.P. general partnership

 

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interest and limited partnership interest in the PE Fund by a total of approximately $1.1 million, Quantum warrant by approximately $1,000, RuMe series C preferred stock by approximately $129,000, series B-1 preferred stock by approximately $58,000, common stock by approximately $29,000 and warrant by approximately $66,000 and the Turf loan by approximately $154,000. In addition, increases in the cost basis and fair value of the loans to HTI, Legal Solutions, MVC Environmental, RuMe, Dukane, Initials and U.S. Gas were due to the capitalization of PIK interest totaling $486,743.  The Valuation Committee also decreased the fair value of the Company’s investments in:  Custom Alloy second lien loan by approximately $375,000, Foliofn preferred stock by $156,000, HTI loan by approximately $119,000, RuMe guarantee by approximately $81,000, Initials loan by approximately $248,000, MVC Environmental common stock by approximately $760,000 and loan by approximately $1.1 million, SGDA Europe common equity interest by approximately $73,000 and the SCSD common stock by approximately $316,000.

 

During the quarter ended October 31, 2017, the Valuation Committee increased the fair value of the Company’s investments in: Advantage preferred stock by approximately $98,000, Custom Alloy unsecured loan by approximately $189,000 and second lien loan by approximately $807,000,  Centile equity interest by $306,000, HTI loan by approximately $7,000, JSC Tekers preferred stock by approximately $19,000, Legal Solutions loan by approximately $1,000, Turf loan by approximately $71,000, MVC Automotive equity interest by approximately $1.1 million, RuMe warrant by approximately $420,000 and guarantee by approximately $20,000 and the MVC Private Equity Fund L.P. general partnership interest and limited partnership interest in the PE Fund by a total of approximately $275,000.  In addition, increases in the cost basis and fair value of the loans to HTI, Legal Solutions, Morey’s, RuMe and Dukane were due to the capitalization of PIK interest totaling $470,290.  The Valuation Committee also decreased the fair value of the Company’s investments in:  Foliofn preferred stock by $241,000, Initials loan by approximately $54,000, RuMe series C preferred stock by approximately $398,000, series B-1 preferred stock by approximately $52,000, common stock by approximately $88,000 and letter of credit by approximately $345,000, Security Holdings equity interest by approximately $3.5 million, MVC Environmental letter of credit by approximately $9,000 and loan by approximately $921,000.

 

During the fiscal year ended October 31, 2017, the Valuation Committee increased the fair value of the Company’s investments in: Advantage preferred stock by approximately $593,000, Centile equity interest by $1.4 million, Custom Alloy unsecured loan by approximately $876,000, Dukane loan by approximately $73,000, JSC Tekers preferred stock by approximately $466,000, Legal Solutions loan by approximately $244,000, Morey’s loan by approximately $2.7 million, MVC Automotive equity interest by approximately $3.9 million, Pride loan by approximately $51,000, Quantum loan by approximately $323,000 and warrant by approximately $1.0 million, U.S. Tech loan by $5,000, MVC Private Equity Fund L.P. general partnership interest and limited partnership interest in the PE Fund by a total of approximately $1.7 million, Turf guarantee by approximately $3,000, RuMe warrants by approximately 348,000 and guarantee by approximately $81,000.  The Valuation Committee also increased the Ohio Medical escrow by approximately $301,000 that was recorded as a realized gain.  In addition, increases in the cost basis and fair value of the loans to Vestal, HTI, Legal Solutions, MVC Environmental, FDS, RuMe, Dukane and U.S. Gas were due to the capitalization of PIK interest totaling $1,875,578.  The Valuation Committee also decreased the fair value of the Company’s investments in: BAC common stock by approximately $55,000, Custom Alloy second lien loan by approximately $144,000, Foliofn preferred stock by $533,000, Initials loan by approximately $444,000, MVC Environmental common stock by approximately $1.7 million, loan by approximately $2.0 million and letter of credit by approximately $9,000, RuMe series B-1 preferred stock by approximately $9,000, series C

 

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preferred stock by approximately $619,000, common stock by approximately $137,000 and letter of credit by approximately $345,000, Turf loan by approximately $14,000, HTI loan by approximately $112,000, SCSD common stock by $1.1 million, Vestal loan by approximately $57,000, common stock by approximately $54,000 and warrant by approximately $62,000, Security Holdings equity interest by approximately $3.0 million and the SGDA Europe common equity interest by approximately $431,000.

 

At October 31, 2017, the fair value of all portfolio investments, exclusive of escrow receivables, was $292.5 million with a cost basis of $363.2 million.  At October 31, 2017, the fair value and cost basis of Legacy Investments was $5.4 million and $15.0 million, respectively, and the fair value and cost basis of portfolio investments made by the Company’s current management team was $287.1 million and $348.2 million, respectively.  At October 31, 2016, the fair value of all portfolio investments, exclusive of U.S. Treasury obligations and escrow receivables, was $360.1 million with a cost basis of $374.7 million.  At October 31, 2016, the fair value and cost basis of Legacy Investments was $5.9 million and $23.8 million, respectively, and the fair value and cost basis of portfolio investments made by the Company’s current management team was $354.2 million and $350.9 million, respectively.

 

For the Fiscal Year Ended October 31, 2016

 

During the fiscal year ended October 31, 2016, the Company made six new investments, committing capital that totaled approximately $35.7 million.  The investments were made in Somotra ($1.7 million), Pride ($5.1 million), Dukane ($7.0 million), Quantum ($10.0 million), FDS ($2.3 million) and HTI ($9.6 million).

 

During the fiscal year ended October 31, 2016, the Company made 9 follow-on investments in six existing portfolio companies that totaled approximately $8.5 million.  On November 20, 2015 and December 3, 2015, the Company invested an additional $538,000 and $1.1 million, respectively, in MVC Automotive common equity.  On January 4, 2016, the Company loaned an additional $1.5 million to Legal Solutions, which increased the senior subordinated loan to approximately $10.2 million. On February 1, 2016, the Company loaned an additional $1.1 million to Thunderdome, which increased the second lien loan to approximately $3.0 million.  On May 5, 2016, the Company loaned $30,000 to BAC in the form of a senior loan with an interest rate of 5% and a maturity date of May 5, 2021.  On June 28, 2016, the Company loaned approximately $1.7 million to MVC Automotive in the form of a bridge loan with an interest rate of 6% and a maturity date of December 31, 2016.  On June 28, 2016, the Company loaned approximately $28,000 to Tekers in the form of a bridge loan with an interest rate of 6% and a maturity date of June 27, 2017.  On October 12, 2016, the Company loaned an additional $1.6 million to MVC Automotive in the form of a bridge loan and extended the maturity date to June 30, 2017.  The loan had an outstanding balance at October 31, 2016 of approximately $3.3 million.  On October 7, 2016, the Company loaned RuMe $900,000 in the form of a subordinated note with an interest rate of 10% and a maturity date of October 7, 2017.  The Company also guaranteed $1.0 million of a third party’s working capital line of credit and received a warrant at no cost and allocated a portion of the cost basis of the loan to the warrant at the time the investment was made.

 

On November 3, 2015, Results Companies repaid its loan in full totaling approximately $10.0 million, including all accrued interest.

 

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On December 22, 2015, the Company realized a loss of approximately $1.5 million due to the dissolution of Biovation.

 

On December 24, 2015, the Company realized losses of approximately $5.5 million on Inland senior secured loan and $713,000 on its warrants as part of Inland’s restructuring.  As part of the restructuring, the Company obtained a $6.0 million senior secured loan from MVC Environmental, a holding company formed by the Company that owns and operates intellectual property and environmental service facilities for oil and gas waste recycling related to Inland, and received 950 of its common shares.  The loan bears annual interest of 9% and matures on December 22, 2020.

 

On December 31, 2015, the Company completed the sale of Ohio Medical through an asset sale.  The Company expects gross proceeds of approximately $40.0 million, including fees, which results in a realized loss of approximately $30.5 million. At the time of closing, the Company received cash proceeds of approximately $29.0 million, which included $2.3 million in monitoring and closing fees, and anticipates receiving an additional $11.0 million, assuming the full receipt of all escrow proceeds scheduled for various periods, with the final release of payment scheduled for 18 months from the closing.  The Company has received approximately $1.3 million in escrow proceeds as of July 31, 2016.  The fair value of the escrow as of July 31, 2016 was approximately $8.8 million.

 

On March 7, 2016 and July 28, 2016, the Company received dividends of $10.0 million and $2.5 million, respectively, from U.S. Gas.

 

On April 18, 2016, Somotra repaid its loan in full totaling approximately $1.7 million, including all accrued interest.

 

On May 6, 2016, RX repaid $8.0 million on its loan.  In addition, RX repaid all outstanding accrued and deferred interest for a total payment of approximately $9.9 million.  As part of the transaction, which led to the repayment, RX was reorganized into FDS, Inc., a data service provider.  The Company’s outstanding $2.3 million of principal was changed to a senior subordinated loan with an interest rate of 16% and a maturity date of November 30, 2016.

 

On May 31, 2016, the Company realized a loss of approximately $1.2 million from the dissolution of NPWT.

 

On September 19, 2016, Agri-Carriers repaid $11.8 million of principal on its loan.  In addition, Agri-Carriers repaid all outstanding accrued and deferred interest for a total payment of approximately $13.7 million.

 

On October 31, 2016, the Company realized a loss of approximately $5.6 million on its investment in G3K.

 

During the fiscal year ended October 31, 2016, the Company recorded a distribution of approximately $1.9 million from Security Holdings of which a portion was recorded as a return of capital and a portion was recorded as dividend income.

 

During the fiscal year ended October 31, 2016, the Company received distributions totaling approximately $97,000 from the PE Fund that were recorded as dividend income.

 

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During the fiscal year ended October 31, 2016, Thunderdome made principal payments totaling approximately $51,000 on its second lien loan.  The Company subsequently loaned Thunderdome an additional $1.1 million.  The balance of the loan at October 31, 2016 was approximately $3.0 million.

 

During the fiscal year ended October 31, 2016, Dukane made principal payments totaling approximately $36,000 on its second lien loan.  The balance of the loan at October 31, 2016 was approximately $7.1 million.

 

During the quarter ended January 31, 2016, the Valuation Committee increased the fair value of the Company’s investments in: Foliofn preferred stock by $34,000, Turf loan by approximately $19,000 and guarantee by approximately $6,000, RuMe series C preferred stock by $630,000 and series B-1 preferred stock by $160,000, MVC Private Equity Fund L.P. general partnership interest and limited partnership interest in the PE Fund by a total of approximately $947,000, NPWT preferred stock by $4,000, Centile equity interest by $260,000, Argi-Carriers loan by approximately $108,000, RX loan by approximately $409,000 and SCSD common stock by $750,000.  In addition, increases in the cost basis and fair value of the loans to Biogenic, Custom Alloy, Morey’s, Vestal, Agri-Carriers, RX, Legal Solutions, MVC Environmental and U.S. Gas were due to the capitalization of PIK interest totaling $3,337,651.  The Valuation Committee also decreased the fair value of the Company’s investments in: Custom Alloy second lien and unsecured loans by a total of approximately $2.4 million, MVC Automotive equity interest by approximately $27,000, Security Holdings equity interest by approximately $4.6 million, SGDA Europe equity interest by approximately $2.9 million, Tekers common stock by $35,000, JSC Tekers preferred stock by approximately $740,000 and common stock by $4,000, BAC common stock by approximately $38,000, Biogenic warrant and loan by a total of approximately $35,000, Morey’s second lien loan by approximately $1.1 million, Legal Solutions loan by approximately $310,000 and the Ohio Medical escrow by approximately $1.3 million that was recorded as a realized loss.

 

During the quarter ended April 30, 2016, the Valuation Committee increased the fair value of the Company’s investments in: Security Holdings equity interest by $911,000, RuMe series B-1 preferred stock by approximately $347,000, MVC Private Equity Fund L.P. general partnership interest and limited partnership interest in the PE Fund by a total of approximately $763,000, JSC Tekers preferred stock by approximately $575,000, Centile equity interest by $281,000, Morey’s loan by approximately $51,000, Custom Alloy unsecured loan by approximately $50,000, Turf guarantee by approximately $6,000 and the Initials loan by approximately $2,000.  The Valuation Committee also increased the Ohio Medical escrow by approximately $177,000 that was recorded as a realized gain.  In addition, increases in the cost basis and fair value of the loans to Biogenic, Custom Alloy, Morey’s, Vestal, Agri-Carriers, RX, Legal Solutions, MVC Environmental, Dukane and U.S. Gas were due to the capitalization of PIK interest totaling $1,495,179.  The Valuation Committee also decreased the fair value of the Company’s investments in: Custom Alloy second lien loan by approximately $1.5 million, RuMe series C preferred stock by approximately $203,000 and common stock by approximately $144,000, Foliofn preferred stock by approximately $254,000, MVC Automotive equity interest by approximately $506,000, SGDA Europe equity interest by approximately $219,000, Tekers common stock by $266,000, Turf loan by approximately $138,000, U.S. Gas preferred stock series I by $3.9 million, BAC common stock by approximately $92,000, Biogenic warrant and loans by a total of approximately $136,000, Advantage preferred stock by approximately $67,000, MVC Environmental common stock by $38,000,  Agri-Carriers loan by approximately $133,000, RX loan by approximately $179,000 and Legal Solutions loan by approximately $91,000.

 

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During the quarter ended July 31, 2016, the Valuation Committee increased the fair value of the Company’s investments in: Agri-Carriers loan by approximately $120,000, Thunderdome loan by $30,000, U.S. Tech loan by $50,000, Advantage preferred stock by approximately $161,000, Morey’s loan by approximately $358,000, Turf loan by approximately $14,000 and guarantee by approximately $6,000, Vestal loan by approximately $129,000, common stock by approximately $462,000 and warrants by approximately $459,000, MVC Environmental common stock by $67,000, Foliofn preferred stock by approximately $324,000, Legal Solutions loan by approximately $271,000 and Security Holdings equity interest by $292,000.  The Valuation Committee also increased the Ohio Medical escrow by approximately $210,000 that was recorded as a realized gain.  In addition, increases in the cost basis and fair value of the loans to Biogenic, Custom Alloy, Morey’s, Vestal, Agri-Carriers, Initials, Legal Solutions, MVC Environmental, Dukane and U.S. Gas were due to the capitalization of PIK interest totaling $1,865,633.  The Valuation Committee also decreased the fair value of the Company’s investments in: Custom Alloy second lien and unsecured loans by a total of approximately $2.9 million, Tekers common stock by $41,000 and loan by approximately $28,000, BAC common stock by approximately $72,000, Centile equity interest by $17,000, Initials loan by approximately $32,000, JSC Tekers preferred stock by approximately $1.0 million, MVC Automotive equity interest by approximately $448,000, SGDA Europe equity interest by approximately $245,000, Biogenic warrant and loans by a total of approximately $5.5 million and the MVC Private Equity Fund L.P. general partnership interest and limited partnership interest in the PE Fund by a total of approximately $356,000.

 

During the quarter ended October 31, 2016, the Valuation Committee increased the fair value of the Company’s investments in: Advantage preferred stock by approximately $195,000, Custom Alloy second lien loan by approximately $256,000, Foliofn preferred stock by approximately $240,000, Legal Solutions loan by approximately $1,000, Morey’s loan by approximately $415,000, Turf guarantee by approximately $9,000, U.S. Gas preferred stock series I by $9.6 million, MVC Private Equity Fund L.P. general partnership interest and limited partnership interest in the PE Fund by a total of approximately $1.9 million, RuMe warrant by approximately $718,000 and the Biogenic loans by a total of approximately $3.2 million.  The Valuation Committee also increased the Ohio Medical escrow by approximately $364,000 that was recorded as a realized gain.  In addition, increases in the cost basis and fair value of the loans to Vestal, HTI, Legal Solutions, MVC Environmental, Dukane and U.S. Gas were due to the capitalization of PIK interest totaling $402,287.  The Valuation Committee also decreased the fair value of the Company’s investments in: BAC common stock by approximately $298,000, Centile equity interest by $50,000, Custom Alloy unsecured loan by approximately $32,000, Initials loan by approximately $35,000, JSC Tekers preferred stock by approximately $139,000, MVC Automotive equity interest by approximately $1.7 million, RuMe common stock by $240,000, series C preferred stock by $1.1 million, series B-1 preferred stock by $158,000 and guarantee by approximately $278,000, Security Holdings equity interest by $7.0 million, SGDA Europe equity interest by approximately $1.4 million, Turf loan by approximately $2,000, Vestal loan by approximately $72,000, common stock by approximately $35,000 and warrants by approximately $21,000 and MVC Environmental common stock by $1.5 million.

 

During the fiscal year ended October 31, 2016, the Valuation Committee increased the fair value of the Company’s investments in: Turf guarantee by approximately $27,000, RuMe series B-1 preferred stock by $349,000 and warrant by approximately $718,000, Agri-Carriers loan by approximately $95,000, Thunderdome loan by $30,000, U.S. Tech loan by $50,000, Vestal loan by approximately $57,000, common stock by approximately $427,000 and warrants by approximately

 

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$438,000, U.S. Gas preferred stock series I by $5.7 million, Advantage preferred stock by approximately $289,000, Foliofn preferred stock by approximately $344,000, MVC Private Equity Fund L.P. general partnership interest and limited partnership interest in the PE Fund by a total of approximately $3.3 million, NPWT preferred stock by $4,000, Centile equity interest by $474,000, RX loan by approximately $230,000 and SCSD common stock by $750,000.  In addition, increases in the cost basis and fair value of the loans to Biogenic, Custom Alloy, Morey’s, Vestal, Agri-Carriers, RX, Legal Solutions, Initials, MVC Environmental, Dukane and U.S. Gas were due to the capitalization of PIK interest totaling $7,100,750.  The Valuation Committee also decreased the fair value of the Company’s investments in: Custom Alloy second lien and unsecured loans by a total of approximately $6.5 million, MVC Automotive equity interest by approximately $2.7 million, RuMe common stock by approximately $384,000, series C preferred stock by $632,000 and guarantee by approximately $278,000, SGDA Europe equity interest by approximately $4.8 million, Tekers common stock by $342,000 and loan by approximately $28,000, Initials loan by approximately $65,000, Turf loan by approximately $107,000, MVC Environmental common stock by $1.5 million, Security Holdings equity interest by $10.4 million, JSC Tekers preferred stock by approximately $1.3 million and common stock by $4,000, Biogenic warrant and loans by a total of approximately $2.4 million, Morey’s loan by approximately $323,000, Legal Solutions loan by approximately $129,000, BAC common stock by approximately $500,000 and the Ohio Medical escrow by approximately $534,000 that was recorded as a realized loss.

 

At October 31, 2016, the fair value of all portfolio investments, exclusive of U.S. Treasury obligations and escrow receivables, was $360.1 million with a cost basis of $374.7 million.  At October 31, 2016, the fair value and cost basis of Legacy Investments was $5.9 million and $23.8 million, respectively, and the fair value and cost basis of portfolio investments made by the Company’s current management team was $354.2 million and $350.9 million, respectively.  At October 31, 2015, the fair value of all portfolio investments, exclusive of U.S. Treasury obligations and escrow receivables, was $400.9 million with a cost basis of $443.7 million.  At October 31, 2015, the fair value and cost basis of the Legacy Investments was $5.6 million and $23.8 million, respectively, and the fair value and cost basis of portfolio investments made by the Company’s current management team was $395.3 million and $419.9 million, respectively.

 

Portfolio Companies

 

During the fiscal year ended October 31, 2017, the Company had investments in the following portfolio companies:

 

Actelis Networks, Inc.

 

Actelis Networks, Inc. (“Actelis”), Fremont, California, a Legacy Investment, provides authentication and access control solutions designed to secure the integrity of e-business in Internet-scale and wireless environments.

 

At October 31, 2016, the Company’s investment in Actelis consisted of 150,602 shares of Series C preferred stock at a cost of $5.0 million and a fair value of $0.

 

On August 29, 2017, the Company realized a loss of approximately $5.0 million on the sale of the Actelis common stock back to the company.

 

At October 31, 2017, the Company no longer held an investment in Actelis.

 

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Advantage Insurance Inc.

 

Advantage, Puerto Rico, is a provider of specialty insurance, reinsurance and related services to business owners and high net worth individuals.

 

At October 31, 2016, the Company’s investment in Advantage consisted of 750,000 shares of preferred stock at a cost basis of $7.5 million and a fair value of approximately $8.3 million.

 

During the fiscal year ended October 31, 2017, the Valuation Committee increased the fair value of the preferred stock by approximately $593,000.

 

At October 31, 2017, the Company’s investment in Advantage consisted of 750,000 shares of preferred stock at a cost basis of $7.5 million and a fair value of approximately $8.9 million.

 

Biogenic Reagents

 

Biogenic, Minneapolis, Minnesota, is a producer of high-performance activated carbon products made from renewable biomass.

 

On September 26, 2016, Biogenics entered into an Assignment for the Benefit of Creditors to pursue an efficient sale of its assets. The Company is exploring an asset sale of the tangible and intangible assets of Biogenics to a strategic and/or financial buyer.

 

At October 31, 2016, the Company’s investment in Biogenic consisted of two senior notes with maturity dates of July 21, 2018 and June 30, 2016, a senior convertible note with a maturity date of July 21, 2018, a senior subordinated note with a maturity date of June 30, 2016 and a warrant.  The notes had an interest rate of 16%.  The loans had a combined outstanding balance and cost basis of approximately $15.9 million and a fair value of approximately $15.1 million.  The warrants had a combined cost basis of approximately $620,000 and a combined fair value of $0.  The Company reserved in full against all of the accrued interest starting April 1, 2016.

 

On June 8, 2017, the Company received total proceeds of approximately $18.1 million for the repayment of the outstanding Biogenic loans.  The total proceeds included repayment of all outstanding principal and a substantial portion of the unpaid accrued interest related to the loans that were previously reserved against in full beginning on April 1, 2016.  The warrants were also realized as part of this transaction and resulted in a realized loss of approximately $620,000.

 

At October 31, 2017, the Company no longer held an investment in Biogenics.

 

Biovation Acquisition Co.

 

BAC, Montgomery, Minnesota, owns a manufacturing facility and markets environmentally friendly, organic and sustainable laminate materials and composites.

 

At October 31, 2016, the Company’s investment in BAC consisted of 90 shares of class B non-voting common stock with cost basis of approximately $785,000 and a fair value of approximately $55,000 and a senior loan with an outstanding balance, cost basis and fair value of $30,000.

 

On January 4, 2017, BAC repaid their senior loan in full, including all accrued interest totaling approximately $31,000.

 

On October 18, 2017, the Company realized a loss of approximately $785,000 on the sale of the BAC common stock.

 

During the fiscal year ended October 31, 2017, the Valuation Committee decreased the fair value of the common stock by approximately $55,000.

 

At October 31, 2017, the Company no longer held an investment in BAC.

 

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Centile Holding B.V.

 

Centile, Sophia-Antipolis, France, is a leading European innovator of unified communications, network platforms, hosted solutions, applications and tools that help mobile, fixed and web-based communications service providers serve the needs of enterprise end users.

 

At October 31, 2016, the Company’s investment in Centile consisted of common equity interest at a cost of $3.5 million and a fair value of approximately $5.4 million.

 

During the fiscal year ended October 31, 2017, the Valuation Committee increased the fair value of the common equity interest by approximately $1.4 million.

 

At October 31, 2017, the Company’s investment in Centile consisted of common equity interest at a cost of $3.5 million and a fair value of approximately $6.8 million.

 

Puneet Sanan, a representative of the Company, serves as a director of Centile.

 

Crius Energy Trust

 

Crius, Toronto, Canada, is a leading retail energy marketer.

 

On May 30, 2017, U.S. Gas entered into a definitive agreement to be acquired by Crius Energy Trust for $172.5 million in a combination of cash, second-lien notes, and Crius trust units.

 

On July 5, 2017, the Company received gross consideration for its investment in U.S. Gas valued at approximately $127.4 million, including approximately $11.0 million for the repayment of its two outstanding loans from the Company. The fair value of the consideration received by the Company for its equity investment in U.S. Gas was $116.4 million. As a result of the gross consideration received, the Company realized a gain of approximately $115.9 million. The $116.4 million is comprised of: (i) cash of approximately $50.0 million; (ii) 9.5% second-lien callable notes due in July 2025 with a face amount of approximately $40.5 million (before certain post-closing and indemnification adjustments, if any); and (iii) 3,282,982 Crius trust units valued at approximately $25.9 million.

 

At October 31, 2017, the Company’s investment in Crius consisted of 3,282,982 equity units at a cost of approximately $25.9 million and a fair value of approximately $21.0 million.

 

Custom Alloy Corporation

 

Custom Alloy, High Bridge, New Jersey, manufactures time sensitive and mission critical butt-weld pipe fittings and forgings for the natural gas pipeline, power generation, oil/gas refining and extraction, and nuclear generation markets.

 

At October 31, 2016, the Company’s investment in Custom Alloy consisted of an unsecured subordinated loan with a cost basis and outstanding balance of approximately $3.0 million and a fair value of approximately $2.1 million and a second lien loan with a cost basis and outstanding balance of approximately $24.4 million and a fair value of approximately $18.6 million.  The second lien loan had an interest rate of 10% and a maturity date of April 30, 2020 and the unsecured subordinated loan had an interest rate of 12% and a maturity date of March 31, 2018. The Company reserved in full against all accrued PIK interest starting July 1, 2016.

 

During the fiscal year ended October 31, 2017, the Valuation Committee decreased the fair value of the second lien loan by approximately $144,000 and increased the fair value of the unsecured subordinated loan by approximately $876,000.

 

At October 31, 2017, the Company’s investment in Custom Alloy consisted of an unsecured subordinated loan with a cost basis, outstanding balance and a fair value of approximately $3.0 million and a second lien loan with a cost basis and outstanding balance of approximately $24.4 million and a fair value of approximately $18.5 million.  The Company has reserved in full against all of the accrued interest.

 

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Dukane IAS, LLC

 

Dukane, St. Charles, Illinois, is a global provider of plastic welding equipment.

 

At October 31, 2016, the Company’s investment in Dukane consisted of a second lien loan with an outstanding amount of approximately $7.1 million, a cost basis of approximately $7.0 million and a fair value of approximately $7.1 million. The second lien loan had an interest rate of 13% and a maturity date of November 17, 2020.

 

During the fiscal year ended October 31, 2017, the Valuation Committee increased the fair value of the loan by approximately $73,000.

 

At October 31, 2017, the Company’s investment in Dukane consisted of a second lien loan with an outstanding amount of approximately $7.3 million, a cost basis of approximately $7.2 million and a fair value of approximately $7.3 million.

 

Equus Total Return, Inc.

 

Equus is a publicly traded business development company and regulated investment company listed on the New York Stock Exchange (NYSE:EQS).  Consistent with the Company’s valuation procedures, the Company has been marking this investment to its market price.

 

At October 31, 2016, the Company’s investment in Equus consisted of 4,444,644 shares of common stock with a cost of approximately $10.0 million and a market value of approximately $8.3 million.

 

On April 24, 2017, Equus entered into the Equus Merger Agreement to acquire U.S. Gas.  Subject to closing, the transaction would be effected in two stages.  The first stage consists of Equus’ acquisition of more than 90% of U.S. Gas’ common and convertible preferred stock from the Company and certain other U.S. Gas stockholders in exchange for shares of Equus.  In the second stage, a wholly-owned subsidiary of Equus (formed to hold all such common and convertible preferred stock of U.S. Gas) would be merged with and into U.S. Gas, with U.S. Gas as the surviving corporation and wholly-owned by Equus, which will change its name to U.S. Gas, Inc.  Closing of the transaction is subject to a number of conditions.

 

On May 23, 2017, the Boards of MVC and U.S. Gas provided notice to Equus of a superior proposal that had been received from Crius and of MVC’s and U.S. Gas’s intent to terminate the Equus Merger Agreement.  On May 30, 2017, MVC and U.S. Gas terminated the Equus Merger Agreement, and in connection with such termination and pursuant to the Equus Merger Agreement, U.S. Gas paid to Equus a termination fee of $2.5 million.

 

At October 31, 2017, the Company’s investment in Equus consisted of 4,444,644 shares of common stock with a cost of approximately $10.0 million and a market value of approximately $10.8 million.

 

FDS, Inc.

 

FDS, Fort Worth, TX, is a data service provider.

 

At October 31, 2016, the Company’s investment in FDS consisted of a senior subordinated loan with an outstanding amount, cost basis and fair value of $2.3 million.  The loan had an interest rate of 16% and a maturity date of November 30, 2016.

 

On November 30, 2016, the interest rate was changed to 12% cash and the maturity date was extended to November 30, 2017.

 

At October 31, 2017, the Company’s investment in FDS consisted of a senior subordinated loan with an outstanding amount, cost basis and fair value of $2.4 million.

 

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Foliofn, Inc.

 

Foliofn, Vienna, Virginia, a Legacy Investment, is a financial services technology company that offers investment solutions to financial services firms and investors.

 

At October 31, 2016, the Company’s investment in Foliofn consisted of 5,802,259 shares of Series C preferred stock with a cost of $15.0 million and a fair value of approximately $5.9 million.

 

During the fiscal year ended October 31, 2017, the Valuation Committee decreased the fair value of the preferred stock by $533,000.

 

At October 31, 2017, the Company’s investment in Foliofn consisted of 5,802,259 shares of Series C preferred stock with a cost of $15.0 million and a fair value of approximately $5.4 million.

 

Chris Ferguson, a representative of the Company, serves as a director of Foliofn.

 

Highpoint Global, LLC

 

Highpoint, Indianapolis, Indiana, is a government services firm focused on improving interactions between citizens and government organizations, particularly the Center for Medicare and Medicaid Services

 

On October 19, 2017, the Company loaned Highpoint $5.0 million in the form of a second lien loan with an interest rate of 14% and a maturity date of September 30, 2022.

 

At October 31, 2017, the Company’s investment in Highpoint consisted of a second lien loan with an outstanding amount of approximately $5.0 million and a cost basis and fair value of approximately $4.9 million.

 

HTI Technologies and Industries, Inc.

 

HTI, LaVergne, Tennessee, is a manufacturer of electric motor components and designer of small motor systems.

 

At October 31, 2016, the Company’s investment in HTI consisted of a second lien loan with an outstanding amount of approximately $9.7 million, a cost basis of approximately $9.6 million and a fair value of approximately $9.7 million.  The loan has an interest rate of 14% and a maturity date of June 21, 2018.

 

During the fiscal year ended October 31, 2017, the Valuation Committee decreased the fair value of the loan by approximately $112,000.

 

At October 31, 2017, the Company’s investment in HTI consisted of a second lien loan with an outstanding amount of approximately $9.9 million and a cost basis and fair value of approximately $9.8 million.

 

Initials, Inc.

 

Initials, Clarkesville, Georgia, is a direct selling organization specializing in customized bags, organizational products and fashion accessories.

 

At October 31, 2016, the Company’s investment in Initials consisted of a senior subordinated loan with an outstanding amount, cost basis and fair value of approximately $4.8 million. The loan has an interest rate of 15% and matures on June 23, 2020.

 

During the fiscal year ended October 31, 2017, Initials made a principal payment of approximately $69,000.

 

During the fiscal year ended October 31, 2017, the Valuation Committee decreased the fair value of the loan by approximately $444,000.

 

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At October 31, 2017, the Company’s investment in Initials consisted of a senior subordinated loan with an outstanding amount and cost basis of approximately $4.8 million and a fair value of approximately $4.3 million.

 

JSC Tekers Holdings

 

JSC Tekers, Latvia, is an acquisition company focused on real estate management.

 

At October 31, 2016, the Company’s investment in JSC Tekers consisted of 9,159,085 shares of preferred stock with a cost basis of $11.8 million and a fair value of $3.7 million and 3,201 shares of common stock with a cost basis of $4,500 and a fair value of $0.

 

During the fiscal year ended October 31, 2017, the Valuation Committee increased the fair value of the preferred stock by $466,000.

 

At October 31, 2017, the Company’s investment in JSC Tekers consisted of 9,159,085 shares of preferred stock with a cost basis of $11.8 million and a fair value of $4.2 million and 3,201 shares of common stock with a cost basis of $4,500 and a fair value of $0.

 

Legal Solutions Holdings, Inc.

 

Legal Solutions, Covina, CA, is a provider of record retrieval services to the California workers’ compensation applicant attorney market.

 

At October 31, 2016, the Company’s investment in Legal Solutions consisted of a senior subordinated loan with an interest rate of 16% and a maturity date of September 12, 2018 with an outstanding amount and cost basis of approximately $11.0 million and a fair value of approximately $10.9 million.

 

On July 5, 2017, the interest rate on the loan was decreased to 15%.

 

During the fiscal year ended October 31, 2017, the Valuation Committee increased the fair value of the senior subordinated loan by approximately $244,000.

 

At October 31, 2017, the Company’s investment in Legal Solutions consisted of a senior subordinated loan with an outstanding balance and cost basis of approximately $11.5 million and a fair value of approximately $11.6 million.

 

Mainstream Data, Inc.

 

Mainstream Data, Inc. (“Mainstream”), Salt Lake City, Utah, a Legacy Investment, develops and operates satellite, internet and wireless broadcast networks for information companies. Mainstream networks deliver text news, streaming stock quotations and digital images to subscribers around the world.

 

On September 29, 2017, the Company realized a loss of approximately $3.7 million on the sale of the Mainstream common stock back to the company.

 

At October 31, 2017, the Company no longer held an investment in Mainstream.

 

Morey’s Seafood International LLC

 

Morey’s, Motley, Minnesota, is a manufacturer, marketer and distributor of fish and seafood products.

 

At October 31, 2016, the Company’s investment in Morey’s consisted of a second lien loan that had an outstanding balance and cost basis of $17.2 million and a fair value of $15.2 million.  The loan had an interest rate of 14% and a maturity date of August 12, 2018.

 

On April 28, 2017, the Company received a principal payment from Morey’s of $262,000.

 

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During the fiscal year ended October 31, 2017, the Valuation Committee increased the fair value of the loan by approximately $2.7 million.

 

At July 31, 2017, the loan had an outstanding balance and cost basis of $17.2 million and a fair value of $17.8 million.

 

MVC Automotive Group GmbH

 

MVC Automotive, an Amsterdam-based holding company, owns and operates ten Ford, Jaguar, Land Rover, Mazda, and Volvo dealerships located in Austria and the Czech Republic.

 

At October 31, 2016, the Company’s investment in MVC Automotive consisted of an equity interest with a cost of approximately $50.1 million and a fair value of approximately $12.3 million and a bridge loan with an outstanding amount, cost basis and fair value of approximately $3.3 million.  The bridge loan had an interest rate of 6% and a maturity date of December 31, 2016.  The mortgage guarantee for MVC Automotive was equivalent to approximately $6.3 million at October 31, 2016.  This guarantee was taken into account in the valuation of MVC Automotive.

 

On December 13, 2016, the Company loaned an additional $475,000 to MVC Automotive increasing the amount outstanding on the bridge loan to approximately $3.8 million.  The maturity date was also extended to December 31, 2017.

 

On May 3, 2017, the Company invested approximately $1.1 million in MVC Automotive for additional common equity and loaned MVC Automotive approximately $1.1 million, increasing the amount outstanding on the bridge loan to approximately $4.9 million.  The maturity date was also extended to June 30, 2018.

 

During the fiscal year ended October 31, 2017, the Valuation Committee increased the fair value of the equity interest by approximately $3.9 million.

 

At October 31, 2017, the Company’s investment in MVC Automotive consisted of an equity interest with a cost of approximately $51.2 million and a fair value of approximately $17.4 million and a bridge loan with an outstanding amount, cost basis and fair value of approximately $4.9 million.  The mortgage guarantee for MVC Automotive was equivalent to approximately $6.0 million at October 31, 2017.  This guarantee was taken into account in the valuation of MVC Automotive.

 

Michael Tokarz, Chairman of the Company, Scott Foote and Puneet Sanan, representatives of the Company, serve as directors of MVC Automotive.

 

MVC Environmental, Inc.

 

MVC Environmental, a New York-based holding company, owns and operates intellectual property and environmental service facilities for oil and gas waste recycling in the Eagle Ford Shale region of Texas.

 

At October 31, 2016, the Company’s investment in MVC Environmental consisted of common stock with a cost basis of approximately $3.1 million and a fair value of approximately $1.6 million and a senior secured loan with an outstanding balance, cost basis and fair value of $6.4 million.  The increase in cost basis of the loan is due to the capitalization of PIK interest.  The loan bears annual interest of 9% and matures on December 22, 2020.

 

On November 9, 2016, the Company invested approximately $59,000 in MVC Environmental and received an additional 30 shares of common stock.

 

During the fiscal year ended October 31, 2017, the Valuation Committee decreased the fair value of the common stock by approximately $1.7 million, the loan by approximately $2.0 million and the letter of credit by approximately $9,000.

 

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At October 31, 2017, the Company’s investment in MVC Environmental consisted of common stock with a cost basis of approximately $3.1 million and a fair value of approximately $0, a senior secured loan with an outstanding balance and cost basis of $6.9 million and a fair value of approximately $4.9 million.  The Company reserved in full all of the accrued interest starting July 1, 2017.

 

David Williams, representative of the Company, serve as a director of MVC Environmental.

 

MVC Private Equity Fund, L.P.

 

MVC Private Equity Fund, L.P., Purchase, New York, is a private equity fund focused on control equity investments in the lower middle market.  MVC GP II, an indirect wholly-owned subsidiary of the Company, serves as the GP to the PE Fund and is exempt from the requirement to register with the Securities and Exchange Commission as an investment adviser under Section 203 of the Investment Advisers Act of 1940.  MVC GP II is wholly-owned by MVCFS, a subsidiary of the Company.  The Company’s Board of Directors authorized the establishment of, and investment in, the PE Fund for a variety of reasons, including the Company’s ability to participate in Non-Diversified Investments made by the PE Fund. As previously disclosed, the Company is limited in its ability to make Non-Diversified Investments.  For services provided to the PE Fund, the GP and MVC Partners are together entitled to receive 25% of all management fees and other fees paid by the PE Fund and its portfolio companies and up to 30% of the carried interest generated by the PE Fund.  Further, at the direction of the Board of Directors, the GP retained TTG Advisers to serve as the portfolio manager of the PE Fund.  In exchange for providing those services, and pursuant to the Board of Directors’ authorization and direction, TTG Advisers is entitled to the remaining 75% of the management and other fees generated by the PE Fund and its portfolio companies and any carried interest generated by the PE Fund.  A significant portion of the portfolio fees that are paid by the PE Fund’s portfolio companies to the GP and TTG Advisers is subject to recoupment by the PE Fund in the form of an offset to future management fees paid by the PE Fund.  Given this separate arrangement with the GP and the PE Fund, under the terms of the Company’s Advisory Agreement with TTG Advisers, TTG Advisers is not entitled to receive from the Company a management fee or an incentive fee on assets of the Company that are invested in the PE Fund.  The PE Fund’s term will end on October 29, 2016; unless the GP, in its sole discretion, extends the term of the PE Fund for two additional periods of one year each.

 

On October 29, 2010, through MVC Partners and MVCFS, the Company committed to invest approximately $20.1 million in the PE Fund.  Of the $20.1 million total commitment, MVCFS, through its wholly-owned subsidiary MVC GP II, has committed $500,000 to the PE Fund as its general partner.  See MVC Partners for more information on the other portion of the Company’s commitment to the PE Fund. The PE Fund has closed on approximately $104 million of capital commitments.

 

During the fiscal year ended October 31, 2012 and thereafter, MVC Partners was consolidated with the operations of the Company as MVC Partners’ limited partnership interest in the PE Fund is a substantial portion of MVC Partners’ operations.

 

At October 31, 2016, the limited partnership interest in the PE Fund had a cost of approximately $13.8 million and a fair value of approximately $25.2 million.  The Company’s general partnership interest in the PE Fund had a cost basis of approximately $353,000 and a fair value of approximately $631,000.

 

On December 23, 2016, the Company received proceeds of approximately $12.2 million from the PE Fund related to the sale of AccuMed Corp., a portfolio company of the PE Fund.  The Company’s pro-rata share of the PE Fund’s investment in AccuMed Corp. totaled approximately $2.4 million, resulting in a realized gain of approximately $9.8 million.  The Company later

 

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received an escrow distribution of approximately $416,000 and carried interest payments from the PE Fund totaling approximately $390,000 related to the sale, which were recorded as additional realized gains.

 

During the fiscal year ended October 31, 2017, the Valuation Committee increased the fair values of the limited partnership and general partnership interests by approximately $1.7 million.

 

At October 31, 2017, the limited partnership interest in the PE Fund had a cost of approximately $11.5 million and a fair value of approximately $17.8 million.  The Company’s general partnership interest in the PE Fund had a cost basis of approximately $292,000 and a fair value of approximately $448,000.  As of October 31, 2017, the PE Fund has investments in Plymouth Rock Energy, LLC, Gibdock Limited, Focus Pointe Holdings, Inc. and Advanced Oilfield Services, LLC.

 

Pride Engineering

 

Pride Engineering, LLC (“Pride Engineering”), Minneapolis, MN, designs and manufactures specialized components used globally in the production of two-piece metal cans.

 

At October 31, 2016, the Company’s investment in Pride Engineering consisted of a second lien loan with an outstanding amount of approximately $5.1 million, a cost basis of approximately $5.0 million and a fair value of approximately $5.1 million.  The loan bears annual interest of 12% and matures on June 18, 2021.

 

On April 12, 2017, the Company received a principal payment from Pride of approximately $79,000.

 

During the fiscal year ended October 31, 2017, the Valuation Committee increased the fair value of the loan by approximately $51,000.

 

On July 20, 2017, Pride repaid its loan in full totaling approximately $5.1 million, including all accrued interest.

 

At October 31, 2017, the Company no longer held an investment in Pride.

 

Quantum Plastics, LLC

 

Quantum, Elgin, Illinois, is a global plastic injection manufacturer.

 

At October 31, 2016, the Company’s investment in Quantum consisted of a senior subordinated loan with an outstanding amount of $10.0 million, a cost basis of approximately $9.6 million and a fair value of approximately $9.7 million.  The warrant had a cost basis and fair value of approximately $393,000.  The senior subordinated loan had an interest rate of 12% and a maturity date of March 10, 2021.

 

During the fiscal year ended October 31, 2017, the Valuation Committee increased the fair value of the loan by approximately $323,000 and the warrant by approximately $1.0 million.

 

On September 19, 2017, Quantum repaid its loan in full, including all accrued interest.  At the same time, the Company sold the Quantum warrant resulting in a realized gain of approximately $540,000.

 

At October 31, 2017, the Company no longer held an investment in Quantum.

 

RuMe, Inc.

 

RuMe, Denver, Colorado, produces functional and affordable products for the environmentally and socially-conscious consumer reducing dependence on single-use products.

 

At October 31, 2016, the Company’s investment in RuMe consisted of 5,297,548 shares of common stock with a cost basis of approximately $924,000 and a fair value of $540,000, 4,999,076 shares of series B-1 preferred stock with a cost basis of approximately $1.0 million and a fair value

 

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of approximately $2.0 million, 23,896,634 shares of series C preferred stock with a cost basis of approximately $3.4 million and a fair value of approximately $5.8 million and a subordinated note with an outstanding balance of $900,000 and a cost basis and fair value of approximately $847,000.  The subordinated note had an interest rate of 10% PIK, which changes to 10% cash on January 1, 2018, and a maturity date of October 7, 2017.  The warrant had a cost basis of approximately $336,000 and a fair value of approximately $1.1 million and the guarantee was fair valued at -$278,000 or a liability of $278,000.

 

On September 22, 2017, the Company extended the maturity date of the loan to September 30, 2019 and provided RuMe a new $2.0 million letter of credit.  The Company received penny warrants as part of this transaction.

 

During the fiscal year ended October 31, 2017, the Valuation Committee decreased the fair value of the series C preferred stock by approximately $619,000, the common stock by approximately $137,000, the series B-1 preferred stock by approximately $9,000 and the letter of credit by approximately $345,000.  The Valuation Committee also increased the warrant by approximately $348,000 and the guarantee by approximately $81,000

 

At October 31, 2017, the Company’s investment in RuMe consisted of 5,297,548 shares of common stock with a cost basis of approximately $924,000 and a fair value of $402,000, 4,999,076 shares of series B-1 preferred stock with a cost basis of approximately $1.0 million and a fair value of approximately $2.0 million, 23,896,634 shares of series C preferred stock with a cost basis of approximately $3.4 million and a fair value of approximately $5.2 million and a subordinated note with an outstanding balance, cost basis and a fair value of approximately $992,000. The warrants have a cost basis of approximately $336,000 and a fair value of approximately $1.4 million, the guarantee was fair valued at approximately -$197,000 or a liability of approximately $197,000 and the letter of credit was fair valued at approximately -$345,000 or a liability of approximately $345,000.  The increase in cost basis of the loan is due to the capitalization of PIK interest.

 

Security Holdings, B.V.

 

Security Holdings is an Amsterdam-based holding company that owns FIMA, a Lithuanian security and engineering solutions company.

 

At October 31, 2016, the Company’s common equity interest in Security Holdings had a cost basis of approximately $51.5 million and a fair value of approximately $34.9 million.

 

On April 3, 2017, the Company loaned Security Holdings approximately $4.1 million in the form of a bridge loan with an interest rate of 5% and a maturity date of December 31, 2019.

 

On October 2, 2017 loaned Security Holdings an additional $150,000, increasing the amount outstanding on the loan to approximately $4.2 million.

 

During the fiscal year ended October 31, 2017, the Company recorded a distribution of approximately $330,000 from Security Holdings, which was recorded as a return of capital.

 

During the fiscal year ended October 31, 2017, the Valuation Committee decreased the fair value of the common equity interest by approximately $3.0 million.

 

At October 31, 2017, the Company’s investment in Security Holdings consisted of common equity interest with a cost basis of approximately $51.2 million and a fair value of approximately $31.9 million and a bridge loan with an outstanding balance, cost basis and fair value of approximately $4.2 million.

 

Puneet Sanan, a representative of the Company, serves as a director of Security Holdings.

 

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SGDA Europe B.V.

 

SGDA Europe is an Amsterdam-based holding company that pursues environmental and remediation opportunities in Romania.

 

At October 31, 2016, the Company’s equity investment had a cost basis of approximately $28.5 million and a fair value of approximately $1.3 million.

 

On October 26, 2017, the Company exchanged its common equity interest in SGDA Europe for a $1.2 million first lien note, resulting in a realized loss of approximately $27.5 million.  The first lien note has an interest rate of 5%, with a PIK toggle at SGDA Europe’s option, and a maturity date of October 26, 2024.

 

During the fiscal year ended October 31, 2017, the Valuation Committee decreased the fair value of the common equity interest by approximately $431,000.

 

At July 31, 2017, the Company’s investment in SGDA Europe consisted of a first lien loan with an outstanding balance, cost basis and fair value of approximately $1.2 million.

 

SIA Tekers Invest

 

Tekers, Riga, Latvia, is a port facility that has been used for the storage and servicing of vehicles.

 

At October 31, 2016, the Company’s investment in Tekers consisted of 68,800 shares of common stock with a cost basis of $2.3 million and a fair value of $0 and a bridge loan with an outstanding amount and cost basis of approximately $28,000 and a fair value of $0.  The bridge loan has an interest rate of 6% and a maturity date of June 27, 2017.  The Company reserved in full against all accrued interest related to the bridge loan.

 

On April 7, 2017, the Company realized a loss of approximately $2.3 million on the sale of the common stock and the forgiveness of the loan to Tekers.

 

At October 31, 2017, the Company no longer held an investment in Tekers.

 

Thunderdome Restaurants, LLC

 

Thunderdome Restaurants, LLC (“Thunderdome”), Cincinnati, Ohio, is a restaurant group with locations in Cincinnati, Columbus, Cleveland, Indianapolis, Nashville and Charlotte.

 

At October 31, 2016, the Company’s investment in Thunderdome consisted of a second lien loan with an outstanding amount, cost basis and fair value of approximately $3.0 million.  The loan has an interest rate of 12% and matures on June 10, 2020.  The increase in cost basis of the loan is due to amortization of loan origination fees.

 

On June 26, 2017, Thunderdome repaid its loan in full totaling approximately $3.0 million, including all accrued interest.

 

At October 31, 2017, the Company no longer held an investment in Thunderdome.

 

Turf Products, LLC

 

Turf, Enfield, Connecticut, is a wholesale distributor of golf course and commercial turf maintenance equipment, golf course irrigation systems and consumer outdoor power equipment.

 

At October 31, 2016, the Company’s investment in Turf consisted of a senior subordinated loan, bearing interest at 11% per annum with a maturity date of November 1, 2018, membership interest and warrants.  The senior subordinated loan had an outstanding balance and cost basis of approximately $3.9 million and a fair value of approximately $3.8 million. The membership interest had a cost of approximately $3.5 million and a fair value of approximately $4.0 million.  The warrants had a cost and a fair value of $0.  The Company also had a guarantee to Berkshire Bank that was fair valued at -$13,000 or a liability of $13,000.

 

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On March 7, 2017, the Company exchanged its shares of MVC Turf, the holding company which owned the Company’s LLC interest in Turf Products, for approximately $3.8 million of additional subordinated debt in Turf Products.  This additional subordinated debt increases the Company’s existing subordinated debt investment to approximately $7.7 million.   The subordinated debt has an interest rate of 10% and matures on August 7, 2020.  The Company’s warrant and guarantee were also retired as a part of this recapitalization.  The Company also received a cash distribution from MVC Turf prior to the share exchange of approximately $323,000, which was treated as a return of capital.  The Company realized a gain of approximately $609,000 as a result of the share exchange.

 

During the fiscal year ended October 31, 2017, the Valuation Committee increased the fair value of the guarantee by approximately $3,000 and decreased the fair value of the loan by approximately $14,000.

 

At October 31, 2017, the senior subordinated loan had an outstanding balance and cost basis of approximately $7.7 million and a fair value of approximately $7.6 million.

 

United States Technologies, Inc.

 

United States Technologies, Inc. (“U.S. Technologies”), Fairlawn, New Jersey, offers diagnostic testing, redesign, manufacturing, reverse engineering and repair services for malfunctioning electronic components of machinery and equipment.

 

At October 31, 2016 the Company’s investment in U.S Technologies consisted of a senior term loan with an outstanding amount and cost basis of $5.0 million and a fair value of approximately $5.1 million.  The loan has an interest rate of 10.5% and matures on July 17, 2020.

 

On December 1, 2016, the Company loaned an additional $500,000 to U.S. Technologies increasing the total amount outstanding to $5.5 million.

 

During the fiscal year ended October 31, 2017, the Valuation Committee increased the fair value of the loan by $5,000.

 

At October 31, 2017, the senior term loan had an outstanding amount and cost basis of approximately $5.5 million and a fair value of approximately $5.6 million.

 

U.S. Gas & Electric, Inc.

 

U.S. Gas, North Miami Beach, Florida, a wholly-owned indirect subsidiary of Crius, is a licensed Energy Service Company (“ESCO”) that markets and distributes natural gas to small commercial and residential retail customers in the state of New York.

 

At October 31, 2016, the Company’s investment in U.S. Gas consisted of a second lien loan, an unsecured loan, convertible Series I preferred stock and convertible Series J preferred stock. The second lien loan had an outstanding balance, cost basis and fair value of $7.5 million and the unsecured loan had an outstanding balance, cost and fair value of approximately $3.3 million.  The second lien loan bears annual interest at 13% and has a maturity date of July 1, 2019.  The unsecured loan bears annual interest at 14% and has a maturity date of July 1, 2018.  The 32,200 shares of convertible Series I preferred stock had a fair value of $89.4 million and a cost of $500,000 and the 8,216 shares of convertible Series J preferred stock had a cost and fair value of $0.

 

On April 24, 2017, Equus entered into the Equus Merger Agreement to acquire U.S. Gas.  Subject to closing, the transaction would be effected in two stages.  The first stage consists of Equus’ acquisition of more than 90% of U.S. Gas’ common and convertible preferred stock from the Company and certain other U.S. Gas stockholders in exchange for shares of Equus.  In the second stage, a wholly-owned subsidiary of Equus (formed to hold all such common and convertible

 

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preferred stock of U.S. Gas) would be merged with and into U.S. Gas, with U.S. Gas as the surviving corporation and wholly-owned by Equus, which will change its name to U.S. Gas, Inc.  Closing of the transaction is subject to a number of conditions.

 

On May 23, 2017, the Boards of MVC and U.S. Gas provided notice to Equus of a superior proposal that had been received from Crius and of MVC’s and U.S. Gas’s intent to terminate the Equus Merger Agreement.  On May 30, 2017, MVC and U.S. Gas terminated the Equus Merger Agreement, and in connection with such termination and pursuant to the Equus Merger Agreement, U.S. Gas paid to Equus a termination fee of $2.5 million.

 

On May 30, 2017, U.S. Gas entered into a definitive agreement to be acquired by Crius Energy Trust for $172.5 million in a combination of cash, second-lien notes, and Crius trust units.

 

On July 5, 2017, the Company received gross consideration for its investment in U.S. Gas valued at approximately $127.4 million, including approximately $11.0 million for the repayment of its two outstanding loans from the Company. The fair value of the consideration received by the Company for its equity investment in U.S. Gas was $116.4 million. As a result of the gross consideration received, the Company realized a gain of approximately $115.9 million. The $116.4 million is comprised of: (i) cash of approximately $50.0 million; (ii) 9.5% second lien callable notes due in July 2025 with a face amount of approximately $40.5 million (before certain post-closing and indemnification adjustments, if any); and (iii) 3,282,982 Crius trust units valued at approximately $25.9 million. In addition to the approximately $115.1 million proceeds that the Company received from the sale of U.S. Gas to Crius (pre-indemnification and pre- working capital true-up), the Company also received $1.48 million in cash to hold in its capacity as Holder Representative (of the U.S. Gas selling shareholders). This $1.48 million cash received by the Company will be used to pay, over time, for legal costs, potential settlements, true-up payments, etc. on behalf of the U.S. Gas selling shareholders.    Since the Company expects the $1.48 million to be fully used for legal costs, settlements and true-up payments, on behalf of the U.S. Gas selling shareholders, the Company has reserved in full against all proceeds received.  If there are any excess proceeds, once all costs and payments associated with the transaction have been made, the excess proceeds will be split amongst the non-legacy U.S. Gas selling shareholders on a pro-rata basis.

 

At October 31, 2017, the Company’s investment in U.S. Gas, an indirect subsidiary of Crius, consisted of a second lien loan with an outstanding balance, cost basis and a fair value of approximately $40.5 million.

 

U.S. Spray Drying Holding Company

 

SCSD, Huguenot, New York, provides custom spray drying products to the food, pharmaceutical, nutraceutical, flavor and fragrance industries.

 

At October 31, 2016, the Company’s investment in SCSD consisted of 784 shares of class B common stock with a cost basis of approximately $5.5 million and a fair value of approximately $6.6 million and a secured loan with an outstanding balance, cost basis and fair value of $1.5 million.  The secured loan had an interest rate of 12% and a maturity date of April 30, 2019.

 

During the fiscal year ended October 31, 2017, the Valuation Committee decreased the fair value of the common stock by $1.1 million.

 

At October 31, 2017, the Company’s investment in SCSD consisted of 784 shares of class B common stock with a cost basis and fair value of approximately $5.5 million.  The secured loan had an outstanding balance, cost basis and fair value of $1.5 million.

 

Puneet Sanan and Shivani Khurana, representatives of the Company, serve as directors of SCSD.

 

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Vestal Manufacturing Enterprises, Inc.

 

Vestal, Sweetwater, Tennessee, is a market leader for steel fabricated products to brick and masonry segments of the construction industry. Vestal manufactures and sells both cast iron and fabricated steel specialty products used in the construction of single-family homes.

 

At October 31, 2016, the Company’s investment in Vestal consisted of a senior subordinated loan, 5,610 shares of common stock and a warrant.  The loan had an outstanding balance and cost basis of approximately $6.5 million and a fair value of approximately $6.6 million.  The 5,610 shares of common stock had a cost basis of $250,000 and a fair value of approximately $677,000 and the warrant had no cost and was fair valued at approximately $438,000.  The loan had an annual interest of 15% and a maturity date of November 28, 2021.

 

On March 22, 2017, the Company sold its common stock and warrant in Vestal receiving proceeds of approximately $687,000 and approximately $413,000, respectively.  This resulted in realized gains of approximately $437,000 and approximately $413,000 related to the common stock and warrant, respectively.  The Company also received a principal payment of approximately $4.1 million on its senior subordinated loan as part of Vestal’s refinancing resulting in an outstanding balance of approximately $2.5 million.  The new loan has an interest rate of 12% and a maturity date of August 21, 2022.

 

During the fiscal year ended October 31, 2017, the Valuation Committee decreased the fair value of the loan by approximately $57,000, common stock by approximately $54,000 and warrant by approximately $62,000.

 

At October 31, 2017, the Company’s investment in Vestal consisted of a subordinated loan with an outstanding balance, cost basis and fair value of approximately $2.5 million.

 

LIQUIDITY AND CAPITAL RESOURCES

 

Our liquidity and capital resources are derived from our public offering of securities, our credit facility and cash flows from operations, including investment sales and repayments and income earned.  Our primary use of funds includes investments in portfolio companies and payments of fees and other operating expenses we incur.  We have used, and expect to continue to use, proceeds generated from our portfolio investments and/or proceeds from public and private offerings of securities to finance pursuit of our investment objective.

 

At October 31, 2017, the Company had investments in portfolio companies totaling $292.5 million.  Also, on that date, the Company had approximately $1.0 million in cash equivalents and approximately $105.7 million in cash.  The Company considers all money market and other cash investments purchased with an original maturity of less than three months to be cash equivalents. U.S. government securities and cash equivalents are highly liquid.  Pending investments in portfolio companies pursuant to our principal investment strategy, the Company may make other short-term or temporary investments, including in exchange-traded funds and private investment funds offering periodic liquidity.

 

During the fiscal year ended October 31, 2017, in connection with the sale of U.S. Gas, the Company received securities that totaled approximately $66.4 million (based on values determined as of July 5, 2017).  The securities were received from U.S. Gas ($40.5 million) and Crius ($25.9 million).  The Company also made one new investment in Highpoint ($5.0 million).

 

During the fiscal year ended October 31, 2017, the Company made 6 follow-on investments in 4 existing portfolio companies that totaled approximately $7.5 million.  On November 9, 2016, the

 

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Company invested approximately $59,000 in MVC Environmental and received an additional 30 shares of common stock.  On December 1, 2016, the Company loaned an additional $500,000 to U.S. Tech increasing the total amount outstanding to $5.5 million.  On December 13, 2016, the Company loaned an additional $475,000 to MVC Automotive increasing the amount outstanding on the bridge loan to approximately $3.8 million.  The maturity date was also extended to December 31, 2017.  On April 3, 2017, the Company loaned Security Holdings approximately $4.1 million in the form of a bridge loan with an interest rate of 5% and a maturity date of December 31, 2019.  On May 3, 2017, the Company invested approximately $1.1 million in MVC Automotive for additional common equity and loaned MVC Automotive approximately $1.1 million, increasing the amount outstanding on the bridge loan to approximately $4.9 million.  The maturity date was also extended to June 30, 2018.  On October 2, 2017, the Company loaned Security Holdings an additional $150,000, increasing the amount outstanding on the loan to approximately $4.2 million.

 

Current balance sheet resources, which include the additional cash resources from the Credit Facility, are believed to be sufficient to finance current commitments.  Current commitments include:

 

Commitments to/for Portfolio Companies

 

At October 31, 2017 and October 31, 2016, the Company’s existing commitments to portfolio companies consisted of the following:

 

Portfolio Company

 

Amount Committed

 

Amount Funded at October 31, 2017

 

MVC Private Equity Fund LP

 

$20.1 million

 

$14.6 million

 

Total

 

$20.1 million

 

$14.6 million

 

 

Portfolio Company

 

Amount Committed

 

Amount Funded at October 31, 2016

 

MVC Private Equity Fund LP

 

$20.1 million

 

$14.6 million

 

Total

 

$20.1 million

 

$14.6 million

 

 

Guarantees:

 

At October 31, 2017 and October 31, 2016, the Company had the following commitments to guarantee various loans and mortgages:

 

Guarantee

 

Amount Committed

 

Amount Funded at October 31, 2017

 

MVC Automotive

 

$6.0 million

 

 

RuMe

 

$1.0 million

 

 

Total

 

$7.0 million

 

 

 

Guarantee

 

Amount Committed

 

Amount Funded at October 31, 2016

 

MVC Automotive

 

$6.3 million

 

 

RuMe

 

$1.0 million

 

 

Turf

 

$1.0 million

 

 

Total

 

$8.3 million

 

 

 

ASC 460, Guarantees, requires the Company to estimate the fair value of the guarantee obligation at its inception and requires the Company to assess whether a probable loss contingency exists in accordance with the requirements of ASC 450, Contingencies.  At October 31, 2017, the

 

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Valuation Committee estimated the combined fair values of the guarantee obligations noted above to be approximately -$551,000 or a liability of approximately $551,000.

 

These guarantees are further described below, together with the Company’s other commitments.

 

On January 16, 2008, the Company agreed to support a 4.0 million Euro mortgage for a Ford dealership owned and operated by MVC Automotive through making financing available to the dealership and agreeing under certain circumstances not to reduce its equity stake in MVC Automotive.  Over time, Erste Bank, the bank extending the mortgage to MVC Automotive, increased the amount of the mortgage. The balance of the guarantee as of October 31, 2017 is approximately 5.2 million Euro (equivalent to approximately $6.0 million).

 

The Company guaranteed $1.0 million of Turf’s indebtedness to Berkshire Bank.  On March 7, 2017, the Company exchanged its shares of MVC Turf, the holding company which owned the Company’s LLC interest in Turf Products, for approximately $3.8 million of additional subordinated debt in Turf Products.  The Company’s guarantee was retired as a part of this recapitalization.

 

The Company guaranteed $1.0 million of RuMe’s indebtedness to Colorado Business Bank, which had a fair value of approximately -$197,000 or a liability of $197,000 as of October 31, 2017.  On September 22, 2017, the Company provided RuMe an additional $2.0 million letter of credit which had a fair value of approximately -$345,000 or a liability of $345,000 as of October 31, 2017.  The $2.0 million letter of credit is collateralized by the Company’s Credit Facility III (defined below).  During the fiscal year ended October 31, 2016, the Company agreed to cash collateralize a $300,000 third party letter of credit for RuMe, which is still a commitment of the Company as of October 31, 2017.

 

On October 29, 2010, through MVC Partners and MVCFS, the Company committed to invest approximately $20.1 million in the PE Fund, for which an indirect wholly-owned subsidiary of the Company serves as GP.  The PE Fund closed on approximately $104 million of capital commitments.  During the fiscal year ended October 31, 2012 and thereafter, MVC Partners was consolidated with the operations of the Company as MVC Partners’ limited partnership interest in the PE Fund is a substantial portion of MVC Partners operations.  The investment period related to the PE Fund has ended.  Additional capital may be called for follow-on investments in existing portfolio companies of the PE Fund or to pay operating expenses of the PE Fund until the partnership is terminated.  During the fiscal year ended October 31, 2017, the Company received proceeds of approximately $12.6 million from the PE Fund related to the sale of AccuMed Corp., a portfolio company of the PE Fund.  The Company’s pro-rata share of the PE Fund’s investment in AccuMed Corp. totaled approximately $2.4 million, resulting in a realized gain of approximately $10.2 million, including escrow distributions.  As of October 31, 2017, $14.6 million of the Company’s commitment has been contributed.

 

During the fiscal year ended October 31, 2016, the Company agreed to cash collateralize a $500,000 working capital line of credit for an entity partially owned by MVC Environmental provided by Branch Banking and Trust Company (“BB&T”).  During the fiscal year ended October 31, 2017, the cash collateral securing the MVC Environmental working capital line of credit was released and a new credit facility was entered into secured by a $1.0 million letter of credit.  The $1.0 million letter of credit is collateralized by the Company’s Credit Facility III (defined below) and had a fair value of approximately -$9,000 or a liability of $9,000 as of October 31, 2017.

 

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Commitments of the Company

 

On February 19, 2013, the Company sold $70.0 million of senior unsecured notes (the “Senior Notes”) in a public offering.  The Senior Notes will mature on January 15, 2023 and may be redeemed in whole or in part at any time or from time to time at the Company’s option on or after April 15, 2016.  The Senior Notes bear interest at a rate of 7.25% per year payable quarterly on January 15, April 15, July 15, and October 15 of each year, beginning April 15, 2013.  The Company had also granted the underwriters a 30-day option to purchase up to an additional $10.5 million of Senior Notes to cover overallotments.  The additional $10.5 million in principal was purchased and the total principal amount of the Senior Notes totaled $80.5 million.  The net proceeds to the Company from the sale of the Senior Notes, after offering expenses, were approximately $77.4 million.  The offering expenses incurred are amortized over the term of the Senior Notes.

 

On February 26, 2013, the Company received the funds related to the Senior Notes offering, net of expenses, and subsequently repaid the credit facility (the “Credit Facility”) with Guggenheim as administrative agent for the lenders in full, including all accrued interest.  The Company used the excess net proceeds after the repayment of the Credit Facility for general corporate purposes, including, for example, investing in portfolio companies according to our investment objective and strategy, repurchasing shares pursuant to the share repurchase program adopted by our Board of Directors, funding distributions, and/or funding the activities of our subsidiaries.

 

On May 3, 2013, the Company sold approximately $33.9 million of additional Senior Notes in a direct offering.  The additional Senior Notes will also mature on January 15, 2023 and may be redeemed in whole or in part at any time or from time to time at the Company’s option on or after April 15, 2016.  The Notes bear interest at a rate of 7.25% per year payable quarterly on January 15, April 15, July 15, and October 15 of each year.  As of October 31, 2017, the Senior Notes had a total outstanding amount of approximately $114.4 million; net of deferred financing fees the balance was approximately $112.6 million, with a market value of approximately $116.0 million. The market value of the Senior Notes is based on the closing price of the security as of October 31, 2017 on the New York Stock Exchange (NYSE:MVCB).  See “Subsequent Events” for more information.

 

On July 31, 2013, the Company entered into a one-year, $50 million revolving credit facility (“Credit Facility II”) with BB&T. On January 31, 2014, Credit Facility II was increased to a $100 million revolving credit facility.  On December 1, 2015, Credit Facility II was renewed and expired on May 31, 2016, at which time all outstanding amounts under it were due and repaid.  On June 30, 2016, Credit Facility II was renewed and reduced to a $50 million revolving credit facility, which expired on February 28, 2017, as of which time all outstanding amounts under it were due and repaid.  On February 28, 2017, Credit Facility II was renewed and increased to a $100 million revolving credit facility and expired on August 31, 2017.  On August 31, 2017, Credit Facility II was renewed and decreased to a $25 million revolving credit facility, which expires on August 31, 2018.  There was no change to the interest rate or unused fee on the revolving credit facility. The Company paid closing costs associated with this transaction of $62,500.  At October 31, 2016, the balance of Credit Facility II was $35.0 million.  During the fiscal year ended October 31, 2017, the Company’s net repayments on Credit Facility II were $35.0 million, resulting in no outstanding balance at October 31, 2017.  Credit Facility II is used to provide the Company with better overall financial flexibility in managing its investment portfolio.  Borrowings under Credit Facility II bear interest at LIBOR plus 125 basis points.  In addition, the Company is also subject to a 25 basis

 

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point commitment fee for the average amount of Credit Facility II that is unused during each fiscal quarter.  The Company paid closing fees, legal and other costs associated with these transactions.  These costs will be amortized over the life of the facility.  Borrowings under Credit Facility II will be secured by cash, short-term and long-term U.S. Treasury securities and other governmental agency securities.  As of October 31, 2017, the Company was in compliance with all covenants related to Credit Facility II.

 

On December 9, 2015, the Company entered into a three-year, $50 million revolving borrowing base credit facility (“Credit Facility III”) with Santander Bank N.A. as a lender and lead agent and Wintrust Bank as a lender and syndication agent.  As of October 31, 2016 and October 31, 2017, there was no outstanding balance on Credit Facility III.  Credit Facility III can, under certain conditions, be increased up to $85 million.  The new facility bears an interest rate of LIBOR plus 3.75% or the prime rate plus 1% (at the Company’s option), and includes a 1% closing fee of the commitment amount and a 0.75% unused fee.  The compensating balance for the revolving credit facility is $5.0 million, which is reflected as restricted cash on the Company’s Consolidated balance Sheets.  As of October 31, 2017, the Company was in compliance with all covenants related to Credit Facility III.

 

The Company enters into contracts with portfolio companies and other parties that contain a variety of indemnifications. The Company’s maximum exposure under these arrangements is unknown. However, the Company has not experienced claims or losses pursuant to these contracts and believes the risk of loss related to indemnifications to be remote.

 

SUBSEQUENT EVENTS

 

On November 8, 2017, the Company loaned an additional $1.5 million to SCSD in the form of a senior secured loan.  The loan has an interest rate of 12% and a maturity date of November 7, 2020.

 

On November 15, 2017, the Company announced that it completed a public offering (the “November 15th Offering”) of $100,000,000 aggregate principal amount of its 6.25% senior notes due November 30, 2022 (the “Notes”). In addition, on November 20, 2017, the Company announced that the underwriters exercised an over-allotment option to purchase an additional $15 million in aggregate principal amount of Notes (together with the November 15th Offering, the “Note Offering”).  After deducting underwriting fees and discounts and estimated expenses, the Offering resulted in net proceeds to the Company of approximately $111.3 million.

 

On November 22, 2017, the Company announced the commencement of a modified “Dutch Auction” tender offer (the “TO”) to purchase up to $25 million of its common stock at a price per share not less than $10.40 and not greater than $11.00 in $0.10 increments. The TO expired at 5:00 p.m., New York City time, on December 21, 2017.  On December 22, 2017, the Company announced that, in accordance with the terms and conditions of the TO, the Company accepted for payment, at a purchase price of $10.90, 2,293,577 shares properly tendered at or below the purchase price, at an aggregate cost of $24,999,989.30, excluding fees and expenses relating to the TO.

 

On November 28, 2017, the Company restructured the Custom Alloy second lien loan and unsecured subordinated loan.  The second lien loan was restructured into a $3.5 million second lien loan with an interest rate of 10% and a maturity date of December 31, 2020, 6,500 shares of Series B Preferred Stock with a 10% PIK coupon and a maturity date of December 31, 2020 and 17,935 shares of Series C Preferred Stock.  The unsecured subordinated loan was restructured into 3,617 shares of Series A Preferred Stock with a 12% PIK coupon and a maturity date of April 30, 2020.

 

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On December 19, 2017, the Board declared a dividend in the amount of $0.15 per share to be paid on January 8, 2018 to all shareholders of record of the Company as of the close of business on December 29, 2017.

 

On December 20, 2017, pursuant to the Order (defined below), each of the Company and the Private Fund (defined below) co-invested in 5-year First Lien Notes issued by Essner Manufacturing.  The Company and the Private Fund invested $3.67 million and $1.3 million, respectively, in such notes (paying interest between 10.5% and 11.5% over the life of the notes). In accordance with the conditions of the Order, the Board, including a majority of the Independent Directors, approved, in advance, the Company’s investment in the loan.

 

On December 21, 2017, all of the issued and outstanding Senior Notes were redeemed by the Company.

 

On December 21, 2017, the Company loaned approximately $526,000 to Initials, increasing the senior subordinated loan amount to approximately $5.3 million.

 

On December 22, 2017, the Company loaned $1.4 million to Turf in the form of a third lien loan.  The loan has an interest rate of 10% and a maturity date of August 7, 2020.

 

On December 28, 2017, pursuant to the Order (defined below), each of the Company and the Private Fund (defined below) co-invested in Second Lien Notes issued by Black Diamond Equipment Rental.  The Company and the Private Fund invested $7.5 million and $2.5 million, respectively, in such notes with an interest rate of 12.5% and a maturity date of June 27, 2022. The Company and the Private Fund each received a warrant related to this investment.  In accordance with the conditions of the Order, the Board, including a majority of the Independent Directors, approved, in advance, the Company’s investment in the loan.

 

The Company is currently assessing the impact of the Tax Cuts and Jobs Act (“the Act”) and has not yet made any determination as to the effects, if any, that it may have on the Company’s financial position and results of operations, including the impact the Act may have on the inputs used by the Company in the analysis of the fair value of it’s portfolio investments using the income or market approach.

 

SIGNIFICANT ACCOUNTING POLICIES

 

The following is a summary of significant accounting policies followed by the Company in the preparation of its consolidated financial statements:

 

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements.  Actual results could differ from those estimates.

 

Recent Accounting Pronouncements

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers” (Topic 606). ASU 2014-09 addresses the reporting of revenue by most entities and will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In August 2015, the FASB issued ASU 2015-14 that defers the effective date of ASU 2014-09 for public business entities for

 

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annual reporting periods beginning after December 15, 2017, including interim periods therein. Early application is not permitted for public business entities.  On December 27, 2016, the FASB issued ASU 2016-20 to make various amendments to Topic 606, going into effect for years beginning after December 15, 2017.  The Company does not expect the standard, when adopted, to have a material impact on the financial condition, results of operations or net assets.

 

In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-15, “Presentation of Financial Statements — Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). The standard requires management to evaluate, at each interim and annual reporting period, whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued, and provide related disclosures. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and for annual and interim periods thereafter, and early adoption is permitted. This update has had no impact on the Company’s financial condition or results of operations.

 

In February 2015, the FASB issued Accounting Standards Update 2015-02, which updated consolidation standards under ASC Topic 810, “Consolidation”. Under this update, a new consolidation analysis is required for variable interest entities (“VIEs”) and will limit the circumstances in which investment managers and similar entities are required to consolidate the entities that they manage. The FASB decided to eliminate some of the criteria under which their fees are considered a variable interest and limit the circumstances in which variable interests in a VIE held by related parties of a reporting enterprise require the reporting enterprise to consolidate the VIE. The guidance is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2015.  This update has had no impact on the Company’s financial condition or results of operations.

 

In April 2015, the FASB issued Accounting Standards Update 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. Under this guidance, debt issuance costs related to a recognized debt liability are to be presented as a direct deduction from the debt liability rather than as an asset on the balance sheet, consistent with debt discounts. The guidance is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2015.  This update has had no material impact on the Company’s financial condition or results of operations.

 

In May 2015, the FASB issued ASU No. 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent). The new guidance removes the requirement that investments for which NAV is determined based on practical expedient reliance be reported utilizing the fair value hierarchy. The guidance is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2015.  This update has had no material impact on the Company’s financial condition or results of operations.

 

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows — Classification of Certain Cash Receipts and Cash Payments (Topic 230). The amendments provide guidance on eight specific cash flow issues in how certain cash receipts and cash payments are presented and classified in the statement of cash flows with the objective of reducing the existing diversity in

 

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practice. The amendments are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted.  The Company does not expect to adopt ASU 2016-15 early and does not believe the standard will have a material impact on our financial statements, when adopted.

 

In October 2016, the FASB issued ASU 2016-17, to amend the consolidation guidance on how a reporting entity that is the single decision maker of a VIE should treat indirect interests in the entity held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of that VIE. The ASU is effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years.  The Company does not expect the adoption of ASU 2016-17 to have a material impact on our financial statements.

 

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash.  The amendments in this Update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The ASU is effective for public business entities for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years.  The Company does not expect the adoption of ASU 2016-18 to have a material impact on our financial statements.

 

Tax Status and Capital Loss Carryforwards

 

As a RIC, the Company is not subject to federal income tax to the extent that it distributes all of its investment company taxable income and net realized capital gains for its taxable year (see Notes 12 “Tax Matters” and Note 13 “Income Taxes” of our notes to the consolidated financial statements). This allows us to attract different kinds of investors than other publicly held corporations. The Company is also exempt from excise tax if it distributes at least (1) 98% of its ordinary income during each calendar year, (2) 98.2% of its capital gains realized in the period from November 1 of the prior year through October 31 of the current year, and (3) all such ordinary income and capital gains for previous years that were not distributed during those years. On October 31, 2017, the Company had a net capital loss carryforward of approximately $988,000. The Company also had approximately $9.6 million in unrealized losses associated with Legacy Investments as of October 31, 2017.

 

Valuation of Portfolio Securities

 

Pursuant to the requirements of the 1940 Act and in accordance with the Accounting Standards Codification (“ASC”), Fair Value Measurements and Disclosures (“ASC 820”), we value our portfolio securities at their current market values or, if market quotations are not readily available, at their estimates of fair values. Because our portfolio company investments generally do not have readily ascertainable market values, we record these investments at fair value in accordance with our Valuation Procedures adopted by the Board of Directors, which are consistent with ASC 820.  As permitted by the SEC, the Board of Directors has delegated the responsibility of making fair value determinations to its Valuation Committee, subject to the Board of Directors’ supervision and pursuant to our Valuation Procedures.  Our Board of Directors may also hire independent consultants to review our Valuation Procedures or to conduct an independent valuation of one or more of our portfolio investments.  In this regard, the Company has engaged an independent valuation firm to perform valuation services for certain portfolio debt investments.

 

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Pursuant to our Valuation Procedures, the Valuation Committee (which is comprised of three Independent Directors) determines fair values of portfolio company investments on a quarterly basis (or more frequently, if deemed appropriate under the circumstances). In doing so, the Committee considers the recommendations of TTG Advisers and input and reviews by third party consultants retained to support the Company’s valuation process. The Company has also adopted other enhanced processes related to valuations of controlled/affiliated portfolio companies. Any changes in valuation are recorded in the consolidated statements of operations as “Net unrealized appreciation (depreciation) on investments.”

 

Currently, our NAV per share is calculated and published on a quarterly basis.  The Company calculates our NAV per share by subtracting all liabilities from the total value of our portfolio securities and other assets and dividing the result by the total number of outstanding shares of our common stock on the date of valuation.  Fair values of foreign investments reflect exchange rates, as applicable, in effect on the last business day of the quarter end.  Exchange rates fluctuate on a daily basis, sometimes significantly.  Exchange rate fluctuations following the most recent fiscal year end are not reflected in the valuations reported in this Annual Report.  See Item 1A Risk Factor, “Investments in foreign debt or equity may involve significant risks in addition to the risks inherent in U.S. investments.”

 

At October 31, 2017, approximately 64.61% of total assets represented investments in portfolio companies recorded at fair value (“Fair Value Investments”).

 

Under most circumstances, at the time of acquisition, Fair Value Investments are carried at cost (absent the existence of conditions warranting, in management’s and the Valuation Committee’s view, a different initial value).  During the period that an investment is held by the Company, its original cost may cease to approximate fair value as the result of market and investment specific factors.  No pre-determined formula can be applied to determine fair value.  Rather, the Valuation Committee analyzes fair value measurements based on the value at which the securities of the portfolio company could be sold in an orderly disposition over a reasonable period of time between willing parties, other than in a forced or liquidation sale.  The liquidity event whereby the Company ultimately exits an investment is generally the sale, the merger, or the recapitalization of a portfolio company or by a public offering of its securities.

 

Valuation Methodology

 

There is no one methodology to determine fair value and, in fact, for any portfolio security, fair value may be expressed as a range of values, from which the Company derives a single estimate of fair value.  To determine the fair value of a portfolio security, the Valuation Committee analyzes the portfolio company’s financial results and projections, publicly traded comparable companies when available, comparable private transactions when available, precedent transactions in the market when available, third-party real estate and asset appraisals if appropriate and available, discounted cash flow analysis, if appropriate, as well as other factors.  The Company generally requires, where practicable, Portfolio Companies to provide annual audited and more regular unaudited financial statements, and/or annual projections for the upcoming fiscal year.

 

The fair value of our portfolio securities is inherently subjective. Because of the inherent uncertainty of fair valuation of portfolio securities and escrow receivables that do not have readily ascertainable market values, our estimate of fair value may significantly differ from the value that would have been used had a ready market existed for the securities. Such values also do not reflect

 

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brokers’ fees or other selling costs, which might become payable on disposition of such investments.

 

ASC 820 provides a framework for measuring the fair value of assets and liabilities and provides guidance regarding a fair value hierarchy, which prioritizes information used to measure value.  In determining fair value, the Valuation Committee primarily uses the level 3 inputs referenced in ASC 820.

 

ASC 820 defines fair value in terms of the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The price used to measure the fair value is not adjusted for transaction costs while the cost basis of our investments may include initial transaction costs. Under ASC 820, the fair value measurement also assumes that the transaction to sell an asset occurs in the principal market for the asset or, in the absence of a principal market, the most advantageous market for the asset. The principal market is the market in which the reporting entity would sell or transfer the asset with the greatest volume and level of activity for the asset to which the reporting entity has access to as of the measurement date.  If no market for the asset exists or if the reporting entity does not have access to the principal market, the reporting entity should use a hypothetical market.

 

Our investments are carried at fair value in accordance with ASC 820. Unrestricted minority-owned publicly traded securities for which market quotations are readily available are valued at the closing market quote on the valuation date and majority-owned publicly traded securities and other privately held securities are valued as determined in good faith by the Valuation Committee of the Board of Directors. For legally or contractually restricted securities of companies that are publicly traded, the value is based on the closing market quote on the valuation date minus a discount for the restriction.  At October 31, 2017, we did not own restricted or unrestricted securities of any publicly traded company in which we have a majority-owned interest, but did own two securities in which we have a minority interest.

 

If a security is publicly traded, the fair value is generally equal to the market value based on the closing price on the principal exchange on which the security is primarily traded, unless the security is restricted and in such a case, a discount is applied for the restriction.

 

For equity securities of Portfolio Companies, the Valuation Committee estimates the fair value based on market and/or income approach with value then attributed to equity or equity like securities using the enterprise value waterfall (“Enterprise Value Waterfall”) valuation methodology.  Under the Enterprise Value Waterfall valuation methodology, the Valuation Committee estimates the enterprise fair value of the portfolio company and then waterfalls the enterprise value over the portfolio company’s securities in order of their preference relative to one another.  To assess the enterprise value of the portfolio company, the Valuation Committee weighs some or all of the traditional market valuation methods and factors based on the individual circumstances of the portfolio company in order to estimate the enterprise value.  The methodologies for performing assets may be based on, among other things:  valuations of comparable public companies, recent sales of private and public comparable companies, discounting the forecasted cash flows of the portfolio company, third party valuations of the portfolio company, considering offers from third parties to buy the company, estimating the value to potential strategic buyers and considering the value of recent investments in the equity securities of the portfolio company, and third-party asset and real estate appraisals.  For non-performing assets, the Valuation Committee may estimate the liquidation or collateral value of the portfolio

 

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company’s assets.  The Valuation Committee also takes into account historical and anticipated financial results.

 

The Company does not utilize hedge accounting and instead, when applicable, marks its derivatives to market on the Company’s consolidated statement of operations.

 

In assessing enterprise value, the Valuation Committee considers the mergers and acquisitions (“M&A”) market as the principal market in which the Company would sell its investments in portfolio companies under circumstances where the Company has the ability to control or gain control of the board of directors of the portfolio company (“Control Companies”).  This approach is consistent with the principal market that the Company would use for its portfolio companies if the Company has the ability to initiate a sale of the portfolio company as of the measurement date, i.e., if it has the ability to control or gain control of the board of directors of the portfolio company as of the measurement date.  In evaluating if the Company can control or gain control of a portfolio company as of the measurement date, the Company takes into account its equity securities on a fully diluted basis, as well as other factors.

 

For non-Control Companies, consistent with ASC 820, the Valuation Committee considers a hypothetical secondary market as the principal market in which it would sell investments in those companies.  The Company also considers other valuation methodologies such as the Option Pricing Method and liquidity preferences when valuing minority equity positions of a portfolio company.

 

For loans and debt securities of non-Control Companies (for which the Valuation Committee has identified the hypothetical secondary market as the principal market), the Valuation Committee determines fair value based on the assumptions that a hypothetical market participant would use to value the security in a current hypothetical sale using a market yield (“Market Yield”) valuation methodology.  In applying the Market Yield valuation methodology, the Valuation Committee determines the fair value based on such factors as third party broker quotes (if available) and market participant assumptions, including synthetic credit ratings, estimated remaining life, current market yield and interest rate spreads of similar securities as of the measurement date.

 

Estimates of average life are generally based on market data of the average life of similar debt securities.  However, if the Valuation Committee has information available to it that the debt security is expected to be repaid in the near term, the Valuation Committee would use an estimated life based on the expected repayment date.

 

The Valuation Committee determines fair value of loan and debt securities of Control Companies based on the estimate of the enterprise value of the portfolio company.  To the extent the enterprise value exceeds the remaining principal amount of the loan and all other debt securities of the company, the fair value of such securities is generally estimated to be their cost.  However, where the enterprise value is less than the remaining principal amount of the loan and all other debt securities, the Valuation Committee may discount the value of such securities to reflect an impairment.

 

For the Company’s or its subsidiary’s investment in the PE Fund, for which an indirect wholly-owned subsidiary of the Company serves as the general partner (the “GP”) of the PE Fund, the Valuation Committee relies on the GP’s determination of the fair value of the PE Fund which will be generally valued, as a practical expedient, utilizing the net asset valuations provided by the GP, which will be made:  (i) no less frequently than quarterly as of the Company’s fiscal quarter end and (ii) with respect to the valuation of PE Fund investments in portfolio companies, will be based on

 

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methodologies consistent with those set forth in the Company’s valuation procedures.  In making its determinations, the GP considers and generally relies on TTG Advisers’ recommendations.  The determination of the net asset value of the Company’s or its subsidiary’s investment in the PE Fund will follow the methodologies described for valuing interests in private investment funds (“Investment Vehicles”) described below.  Additionally, when both the Company and the PE Fund hold investments in the same portfolio company, the GP’s Fair Value determination shall be based on the Valuation Committee’s determination of the Fair Value of the Company’s portfolio security in that portfolio company.

 

As permitted under GAAP, the Company’s interests in private investment funds are generally valued, as a practical expedient, utilizing the net asset valuations provided by management of the underlying Investment Vehicles, without adjustment, unless TTG Advisers is aware of information indicating that a value reported does not accurately reflect the value of the Investment Vehicle, including any information showing that the valuation has not been calculated in a manner consistent with GAAP.  Net unrealized appreciation (depreciation) of such investments is recorded based on the Company’s proportionate share of the aggregate amount of appreciation (depreciation) recorded by each underlying Investment Vehicle.  The Company’s proportionate investment interest includes its share of interest and dividend income and expense, and realized and unrealized gains and losses on securities held by the underlying Investment Vehicles, net of operating expenses and fees.  Realized gains and losses on distributions from Investment Vehicles are generally recognized on a first in, first out basis.

 

The Company applies the practical expedient to interests in Investment Vehicles on an investment by investment basis, and consistently with respect to the Company’s entire interest in an investment.  The Company may adjust the valuation obtained from an Investment Vehicle with a premium, discount or reserve if it determines that the net asset value is not representative of fair value.

 

If the Company intends to sell all or a portion of its interest in an Investment Vehicle to a third-party in a privately negotiated transaction near the valuation date, the Company will consider offers from third parties to buy the interest in an Investment Vehicle in valuations, which may be discounted for both probability of close and time.

 

When the Company receives nominal cost warrants or free equity securities (“nominal cost equity”) with a debt security, the Company typically allocates its cost basis in the investment between debt securities and nominal cost equity at the time of origination.  If the Company is not reimbursed for investment or transaction related costs at the time an investment is made, the Company typically capitalizes those costs to the cost basis of the investment.

 

Interest income, adjusted for amortization of premium and accretion of discount on a yield to maturity methodology, is recorded on an accrual basis to the extent that such amounts are expected to be collected.  Origination and/or closing fees associated with investments in portfolio companies are accreted into income over the respective terms of the applicable loans.  Upon the prepayment of a loan or debt security, any unamortized original issue discount or market discount is recorded as interest income. Prepayment premiums are recorded on loans when received as interest income.  Dividend income, if any, is recognized on an accrual basis on the ex-dividend date to the extent that the Company expects to collect such amounts.

 

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For loans, debt securities, and preferred securities with contractual payment-in-kind interest or dividends, which represent contractual interest/dividends accrued and added to the loan balance or liquidation preference that generally becomes due at maturity, the Company will not ascribe value to payment-in-kind interest/dividends, if the portfolio company valuation indicates that the payment-in-kind interest is not collectible.  However, the Company may ascribe value to payment-in-kind interest if the health of the portfolio company and the underlying securities are not in question.  All payment-in-kind interest that has been added to the principal balance or capitalized is subject to ratification by the Valuation Committee.   For interest or deferred interest receivables purchased by the Company at a discount to their outstanding amount, the Company amortizes the discount using the effective yield method and records it as interest income over the life of the loan.  The Company will not ascribe value to the interest or deferred interest, if the Company has determined that the interest is not collectible.

 

Escrows from the sale of a portfolio company are generally valued at an amount, which may be expected to be received from the buyer under the escrow’s various conditions and discounted for both risk and time.

 

ASC 460, Guarantees, requires the Company to estimate the fair value of the guarantee obligation at its inception and requires the Company to assess whether a probable loss contingency exists in accordance with the requirements of ASC 450, Contingencies.  The Valuation Committee typically will look at the pricing of the security in which the guarantee provided support for the security and compare it to the price of a similar or hypothetical security without guarantee support.  The difference in pricing will be discounted for time and risk over the period in which the guarantee is expected to remain outstanding.

 

Investment Classification

 

We classify our investments by level of control.  As defined in the 1940 Act, “Control Investments” are investments in those companies that we are deemed to “Control.”  “Affiliate Investments” are investments in those companies that are “Affiliated Companies” of us, as defined in the 1940 Act, other than Control Investments.  “Non-Control/Non-Affiliate Investments” are those that are neither Control Investments nor Affiliate Investments.  Generally, under the 1940 Act, we are deemed to control a company in which we have invested if we own 25% or more of the voting securities of such company or have greater than 50% representation on its board.  We are deemed to be an affiliate of a company in which we have invested if we own 5% or more and less than 25% of the voting securities of such company.

 

Investment Transactions and Related Operating Income

 

Investment transactions and related revenues and expenses are accounted for on the trade date (the date the order to buy or sell is executed).  The cost of securities sold is determined on a first-in, first-out basis, unless otherwise specified.  Dividend income and distributions on investment securities is recorded on the ex-dividend date.  The tax characteristics of such distributions received from our portfolio companies will be determined by whether or not the distribution was made from the investment’s current taxable earnings and profits or accumulated taxable earnings and profits from prior years. Interest income, which includes accretion of discount and amortization of premium, if applicable, is recorded on the accrual basis to the extent that such amounts are expected to be collected.  Fee income includes fees for guarantees and services rendered by the Company or its wholly-owned subsidiary to portfolio companies and other third parties such as due diligence,

 

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structuring, transaction services, monitoring services, and investment advisory services. Guaranty fees are recognized as income over the related period of the guaranty. Due diligence, structuring, and transaction services fees are generally recognized as income when services are rendered or when the related transactions are completed. Monitoring and investment advisory services fees are generally recognized as income as the services are rendered.  Any fee income determined to be loan origination fees is recorded as income at the time that the investment is made and any original issue discount and market discount are capitalized and then amortized into income using the effective interest method. Upon the prepayment of a loan or debt security, any unamortized original issue discount or market discount is recorded as interest income.  For investments with PIK interest and dividends, we base income and dividend accrual on the valuation of the PIK notes or securities received from the borrower.  If the portfolio company indicates a value of the PIK notes or securities that is not sufficient to cover the contractual interest or dividend, we will not accrue interest or dividend income on the notes or securities.

 

Cash Equivalents

 

For the purpose of the Consolidated Balance Sheets and Consolidated Statements of Cash Flows, the Company considers all money market and all highly liquid temporary cash investments purchased with an original maturity of less than three months to be cash equivalents. The Company places its cash and cash equivalents with financial institutions and cash held in bank accounts may exceed the Federal Deposit Insurance Corporation (“FDIC”) insured limit.  As of October 31, 2017, the Company had approximately $1.0 million in cash equivalents, approximately $5.3 million in restricted cash and approximately $100.4 million in cash totaling approximately $106.7 million.  Of the $100.4 million in cash, approximately $1.1 million was held by MVC Cayman.  As of October 31, 2016, the Company had approximately $395,000 in cash equivalents, approximately $10.8 million in restricted cash and approximately $9.8 million in cash totaling approximately $21.0 million.  Of the $9.8 million in cash, approximately $328,000 was held by MVC Turf and approximately $1.1 million was held by MVC Cayman.

 

Restricted Cash and Cash Equivalents

 

Cash and cash equivalent accounts that are not available to the Company for day—to-day use and are legally restricted are classified as restricted cash. Restricted cash and cash equivalents are carried at cost, which approximates fair value.  During the fiscal year ended October 31, 2016, the Company agreed to cash collateralize a $500,000 working capital line of credit for an entity partially owned by MVC Environmental and a $300,000 letter of credit for RuMe. The Company also had restricted cash of $10.0 million related to the compensating balance for Credit Facility III.  During the fiscal year ended October 31, 2017, the cash collateral securing the MVC Environmental working capital line of credit was released and a new credit facility was entered into secured by a $1.0 million letter of credit.  The $1.0 million letter of credit for MVC Environmental is collateralized by the Company’s Credit Facility III.  The cash securing the $300,000 letter of credit for RuMe is classified as restricted cash on the Company’s Consolidated Balance Sheets as of October 31, 2017. Also as of October 31. 2017, the Company had restricted cash of $5.0 million related to the compensating balance for Credit Facility III, reduced from $10.0 million in fiscal year 2016.

 

Restricted Securities

 

The Company will invest in privately-placed restricted securities.  These securities may be resold in transactions exempt from registration or to the public if the securities are registered.  Disposal of these securities may involve time-consuming negotiations and expense, and a prompt sale at an acceptable price may be difficult.

 

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Distributions to Shareholders

 

Distributions to shareholders are recorded on the ex-dividend date.

 

Income Taxes

 

It is the policy of the Company to meet the requirements for qualification as a RIC under Subchapter M of the Code.  As a RIC, the Company is not subject to income tax to the extent that it distributes all of its investment company taxable income and net realized capital gains for its taxable year.  The Company is also exempt from excise tax if it distributes at least 98% of its income and 98.2% of its capital gains during each calendar year.

 

Our consolidated operating subsidiary, MVCFS, is subject to federal and state income tax.  We use the liability method in accounting for income taxes.  Deferred tax assets and liabilities are recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, using statutory tax rates in effect for the year in which the differences are expected to reverse.  A valuation allowance is provided against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized.

 

ASC 740, Income Taxes, provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions deemed to meet a “more-likely-than-not” threshold would be recorded as a tax benefit or expense in the current period. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the consolidated statement of operations. During the fiscal year ended October 31, 2017, the Company did not incur any interest or penalties.  Although we file federal and state tax returns, our major tax jurisdiction is federal for the Company and MVCFS.  The fiscal years 2014, 2015, 2016 and 2017 for the Company and MVCFS remain subject to examination by federal, state and local tax authorities.

 

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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

CONSOLIDATED FINANCIAL STATEMENTS

 

MVC Capital, Inc.

Consolidated Balance Sheets

 

 

 

October 31,

 

October 31,

 

 

 

2017

 

2016

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

Cash

 

$

100,354,340

 

$

9,819,548

 

Restricted cash (cost $300,329 and $800,527)

 

5,300,329

 

10,800,527

 

Cash equivalents (cost $924,287 and $394,612)

 

1,019,899

 

394,612

 

Investments at fair value

 

 

 

 

 

U.S. Treasury obligations (cost $0 and $34,998,593)

 

 

34,991,681

 

Non-control/Non-affiliated investments (cost $164,581,094 and $150,348,963)

 

149,246,812

 

123,189,755

 

Affiliate investments (cost $114,158,346 and $130,484,393)

 

81,908,631

 

169,426,770

 

Control investments (cost $84,478,275 and $93,878,518)

 

61,370,030

 

67,503,229

 

Total investments at fair value (cost $363,217,715 and $409,710,467)

 

292,525,473

 

395,111,435

 

Escrow receivables, net of reserves

 

 

9,151,805

 

Dividends and interest receivables, net of reserves

 

1,806,335

 

3,595,357

 

Deferred financing fees

 

600,379

 

1,201,473

 

Fee and other receivables

 

1,483,793

 

2,098,625

 

Prepaid expenses

 

318,847

 

192,712

 

 

 

 

 

 

 

Total assets

 

$

403,409,395

 

$

432,366,094

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Senior notes1

 

$

112,626,045

 

$

112,283,745

 

Revolving credit facility II

 

 

35,000,000

 

Provision for incentive compensation (Note 5)

 

6,448,258

 

1,946,555

 

Professional fees payable

 

118,403

 

583,049

 

Management fee payable

 

1,001,770

 

1,290,230

 

Accrued expenses and liabilities

 

562,473

 

715,538

 

Interest payable

 

345,612

 

348,525

 

Management fee payable - Asset Management

 

89,192

 

151,053

 

Consulting fees payable

 

347,863

 

151,943

 

Portfolio fees payable - Asset Management

 

458,566

 

336,297

 

Guarantees/Letters of Credit

 

551,349

 

 

Transaction fees payable

 

1,368,742

 

 

Taxes payable

 

2,054

 

1,381

 

 

 

 

 

 

 

Total liabilities

 

123,920,327

 

152,808,316

 

 

 

 

 

 

 

Commitments and Contingencies (Note 10)

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

Common stock, $0.01 par value; 150,000,000 shares authorized; 28,304,448 shares issued and 21,114,105 and 22,556,412 shares outstanding as of October 31, 2017 and October 31, 2016, respectively

 

283,044

 

283,044

 

Additional paid-in-capital

 

418,208,458

 

418,298,709

 

Accumulated earnings

 

122,455,573

 

128,135,727

 

Dividends paid to stockholders

 

(157,414,605

)

(145,112,140

)

Accumulated net realized gain (loss)

 

38,434,807

 

(51,542,156

)

Net unrealized depreciation

 

(70,965,264

)

(13,992,454

)

Treasury stock, at cost, 7,190,343 and 5,748,036 shares held, respectively

 

(71,512,945

)

(56,512,952

)

 

 

 

 

 

 

Total shareholders’ equity

 

279,489,068

 

279,557,778

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

403,409,395

 

$

432,366,094

 

 

 

 

 

 

 

Net asset value per share

 

$

13.24

 

$

12.39

 

 


1 Reflects a reduction of approximately $2.1 million as of October 31, 2016 related to the reclassification of the unamortized debt issuance costs related to the Senior notes per the adoption of ASU 2015-3.

 

The accompanying notes are an integral part of these consolidated financial statements.

 

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MVC Capital, Inc.

Consolidated Schedule of Investments

October 31, 2017

 

Company

 

Industry

 

Investment

 

Principal

 

Cost

 

Fair Value/Market Value

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-control/Non-affiliated investments- 53.40% (a, c, f, g)

 

 

 

 

 

 

 

 

 

 

 

Custom Alloy Corporation

 

Manufacturer of Pipe Fittings and Forgings

 

Second Lien Loan 10.1000% Cash, 04/30/2020 (h, k, o)

 

$

24,425,298

 

$

24,425,298

 

$

18,471,704

 

 

 

 

 

Unsecured Subordinated Loan 12.0000% Cash, 03/31/2018 (h, k, o)

 

3,000,000

 

3,000,000

 

3,012,165

 

 

 

 

 

 

 

 

 

27,425,298

 

21,483,869

 

Dukane IAS,LLC

 

Welding Equipment Manufacturer

 

Second Lien Note 10.5000% Cash, 2.5000% PIK, 11/17/2020 (b, k, o)

 

7,255,747

 

7,165,971

 

7,328,296

 

FDS, Inc.

 

Software

 

Senior Subordinated Debt 12.0000% Cash, 11/30/2017 (k, o)

 

2,353,156

 

2,353,156

 

2,353,156

 

FOLIOfn, Inc.

 

Technology Investment - Financial Services

 

Preferred Stock (5,802,259 shares) (d, I, o)

 

 

 

15,000,000

 

5,407,000

 

Highpoint Global LLC

 

Government Services

 

Second Lien Note 12.0000% Cash, 2.0000% PIK, 09/30/2022 (b, k)

 

5,000,000

 

4,900,699

 

4,900,699

 

HTI Technologies and Industries, Inc.

 

Electronic Component Manufacturing

 

Second Lien Note 12.0000% Cash, 2.0000% PIK, 06/21/2018 (b, k, o)

 

9,878,042

 

9,849,998

 

9,766,317

 

Initials, Inc.

 

Consumer Products

 

Senior Subordinated Debt 12.0000% Cash, 3.0000% PIK, 06/23/2020 (b, k, o)

 

4,818,874

 

4,818,874

 

4,310,277

 

Legal Solutions Holdings, Inc.

 

Business Services

 

Senior Subordinated Debt 12.0000% Cash, 3.0000% PIK, 09/12/2018 (b, k, o)

 

11,456,144

 

11,459,396

 

11,570,745

 

Morey’s Seafood International, LLC

 

Food Services

 

Second Lien Loan 10.0000% Cash, 4.0000% PIK, 08/12/2018 (b, k, o)

 

17,236,157

 

17,236,157

 

17,800,661

 

SGDA Europe B.V.

 

Environmental Services

 

First Lien Note 5.0000% Cash, PIK, 10/26/2024 (a, b, e, m)

 

1,197,244

 

1,197,244

 

1,197,244

 

Turf Products, LLC

 

Distributor - Landscaping and Irrigation Equipment

 

Senior Subordinated Debt 10.0000% Cash, 08/07/2020 (k, o)

 

7,717,056

 

7,717,056

 

7,562,620

 

U.S. Gas & Electric, Inc.

 

Energy Services

 

Second Lien Loan, 9.5000% Cash, 07/05/2025 (l, k, o)

 

40,526,745

 

40,526,745

 

40,526,745

 

U.S. Spray Drying Holding Company

 

Specialty Chemicals

 

Class B Common Stock (784 shares) (d, o)

 

 

 

5,488,000

 

5,534,183

 

 

 

 

 

Secured Loan 12.0000% Cash, 04/30/2019 (k, o)

 

1,500,000

 

1,500,000

 

1,500,000

 

 

 

 

 

 

 

 

 

6,988,000

 

7,034,183

 

United States Technologies, Inc.

 

Electronics Manufacturing and Repair

 

Senior Lien Loan 10.5000% Cash, 07/17/2020 (k, o)

 

5,500,000

 

5,492,500

 

5,555,000

 

Vestal Manufacturing Enterprises, Inc.

 

Iron Foundries

 

Second Lien Loan 12.0000% Cash, 08/21/2022 (k, o)

 

2,450,000

 

2,450,000

 

2,450,000

 

 

 

 

 

 

 

 

 

 

 

 

 

Sub Total Non-control/Non-affiliated investments

 

 

 

 

 

 

 

164,581,094

 

149,246,812

 

 

 

 

 

 

 

 

 

 

 

 

 

Affiliate investments - 29.31% (c, f, g)

 

 

 

 

 

 

 

 

 

 

 

Advantage Insurance, Inc.

 

Insurance

 

Preferred Stock (750,000 shares) (a, d, e, o)

 

 

 

7,500,000

 

8,896,789

 

Centile Holdings B.V.

 

Software

 

Common Equity Interest (a, d, e, o)

 

 

 

3,524,376

 

6,790,000

 

Crius Energy Trust

 

Energy Services

 

Equity Unit (3,282,982 shares) (e)

 

 

 

25,865,227

 

21,024,145

 

JSC Tekers Holdings

 

Real Estate Management

 

Common Stock (3,201 shares) (a, d, e, o)

 

 

 

4,500

 

 

 

 

 

 

Preferred Stock (9,159,085 shares) (a, d, e, o)

 

 

 

11,810,188

 

4,196,000

 

 

 

 

 

 

 

 

 

11,814,688

 

4,196,000

 

MVC Environmental, Inc.

 

Environmental Services

 

Senior Secured Loan 9.0000% PIK, 12/22/2020 (a, b, h, k, o)

 

6,869,353

 

6,869,353

 

4,878,640

 

 

 

 

 

Common Stock (980 shares) (a, d, o)

 

 

 

3,140,375

 

 

 

 

 

 

 

 

 

 

10,009,728

 

4,878,640

 

Security Holdings B.V.

 

Electrical Engineering

 

Common Equity Interest (a, d, e, o)

 

 

 

51,204,270

 

31,883,000

 

 

 

 

 

Bridge Loan 5.0000% PIK, 12/31/2019 (a, b, e, k, o)

 

4,240,057

 

4,240,057

 

4,240,057

 

 

 

 

 

 

 

 

 

55,444,327

 

36,123,057

 

 

 

 

 

 

 

 

 

 

 

 

 

Sub Total Affiliate investments

 

 

 

 

 

 

 

114,158,346

 

81,908,631

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

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MVC Capital, Inc.

Consolidated Schedule of Investments - (Continued)

October 31, 2017

 

Company

 

Industry

 

Investment

 

Principal

 

Cost

 

Fair Value/Market Value

 

 

 

 

 

 

 

 

 

 

 

 

 

Control investments - 21.96% (c, f, g)

 

 

 

 

 

 

 

 

 

 

 

Equus Total Return, Inc.

 

Registered Investment Company

 

Common Stock (4,444,644 shares) (d, k)

 

 

 

$

10,030,272

 

$

10,844,931

 

MVC Automotive Group GmbH

 

Automotive Dealerships

 

Common Equity Interest (a, d, e, o)

 

 

 

51,185,015

 

17,395,000

 

 

 

 

 

Bridge Loan 6.0000% Cash, 06/30/2018 (a, e, k, o)

 

$

4,855,166

 

4,855,166

 

4,855,166

 

 

 

 

 

 

 

 

 

56,040,181

 

22,250,166

 

MVC Private Equity Fund LP

 

Private Equity

 

Limited Partnership Interest (a, d, j, k, o)

 

 

 

11,452,452

 

17,804,933

 

 

 

 

 

General Partnership Interest (a, d, j, k, o)

 

 

 

292,154

 

447,790

 

 

 

 

 

 

 

 

 

11,744,606

 

18,252,723

 

RuMe Inc.

 

Consumer Products

 

Common Stock (5,297,548 shares) (a, d, o)

 

 

 

924,475

 

402,439

 

 

 

 

 

Series C Preferred Stock (23,896,634 shares) (a, d, o)

 

 

 

3,410,694

 

5,216,844

 

 

 

 

 

Series B-1 Preferred Stock (4,999,076 shares) (a, d, o)

 

 

 

999,815

 

2,008,375

 

 

 

 

 

Subordinated Debt 10.0000% PIK, 9/22/2019 (a, b, k, n, o)

 

991,839

 

991,839

 

991,839

 

 

 

 

 

Warrants (a, d, o)

 

2

 

336,393

 

1,402,713

 

 

 

 

 

 

 

 

 

6,663,216

 

10,022,210

 

 

 

 

 

 

 

 

 

 

 

 

 

Sub Total Control investments

 

 

 

 

 

 

 

84,478,275

 

61,370,030

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL PORTFOLIO INVESTMENTS - 104.67% (f)

 

 

 

 

 

 

 

$

363,217,715

 

$

292,525,473

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents and restricted cash equivalents - 0.36% (f, g)

 

 

 

 

 

 

 

 

 

 

 

Fidelity Institutional Government Money Market Fund

 

Money Market Fund

 

Beneficial Shares (924,287 shares)

 

 

 

$

924,287

 

$

 924,287

 

Morgan Stanley Institutional Liquidity Government Portfolio

 

Money Market Fund

 

Beneficial Shares (95,612 shares)

 

 

 

95,612

 

95,612

 

Total Cash equivalents and restricted cash equivalents

 

 

 

 

 

 

 

1,019,899

 

1,019,899

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL INVESTMENT ASSETS - 105.03%

 

 

 

 

 

 

 

$

364,237,614

 

$

293,545,372

 

 


(a) These securities are restricted from public sale without prior registration under the Securities Act of 1933.  The Company negotiates certain aspects of the method and timing of the disposition of these investments, including registration rights and related costs.

 

(b) These securities accrue a portion of their interest/dividends in “payment in kind” interest/dividends which is capitalized to the investment.

 

(c) All of the Company’s equity and debt investments are issued by eligible portfolio companies, as defined in the Investment Company Act of 1940, except MVC Automotive Group GmbH, Security Holdings B.V., SGDA Europe B.V., JSC Tekers Holdings, Centile Holdings B.V., Equus Total Return Inc., MVC Private Equity Fund L.P. and Advantage Insurance LTD. The Company makes available significant managerial assistance to all of the portfolio companies in which it has invested.

 

(d) Non-income producing assets.

 

(e) The principal operations of these portfolio companies are located in Europe, Canada, and Puerto Rico, which represents approximately 18%, 5% and 2% respectively, of the total assets.  Of the remaining portfolio companies, as a percentage of total assets, 16% are located in Southeast, 15% Northeast, 7% Midwest, 5% West and 5% Southwest in the United States.

 

(f) Percentages are based on net assets of $279,489,068 as of October 31, 2017.

 

(g) See Note 3 for further information regarding “Investment Classification.”

 

(h) All or a portion of the accrued interest on these securities have been reserved for.

 

(i) Legacy Investments.

 

(j) MVC Private Equity Fund, LP is a private equity fund focused on control equity investments in the lower middle market.  The fund currently holds four investments, three located in the United States and one in Gibraltar, the investments are in the energy, services, contract manufacturing, and industrial sectors.  The Company’s proportional share of Plymouth Rock Energy membership interest and loan, the Gibdock Limited equity interest and Focus Pointe preferred stock is $7,257,919, $4,499,681, $2,888,839, respectively.

 

(k) All or a portion of these securities may serve as collateral for the Santander Credit Facility.

 

(l) U.S. Gas & Electric, Inc. is an indirect subsidiary of Crius Energy Trust.

 

(m) PIK toggle at borrower’s option

 

(n) 10% PIK through December 31, 2017, 10% Cash beginning January 1, 2018.

 

(o) These securities are valued using unobservable inputs.

 

PIK - Payment-in-kind

 

- Denotes zero cost or fair value.

 

The accompanying notes are an integral part of these consolidated financial statements.

 

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MVC Capital, Inc.

Consolidated Schedule of Investments

October 31, 2016

 

Company

 

Industry

 

Investment

 

Principal/Shares

 

Cost

 

Fair Value/Market Value

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-control/Non-affiliated investments- 44.06% (a, c, f, g)

 

 

 

 

 

 

 

 

 

 

 

Actelis Networks, Inc.

 

Technology Investment

 

Preferred Stock (150,602 shares) (d, I, o)

 

 

 

$

5,000,003

 

 

Biogenic Reagents

 

Renewable Energy

 

Senior Note 12.0000% Cash, 4.0000% PIK, 07/21/2018 (b, h, l, o)

 

$

5,574,648

 

5,574,648

 

$

5,191,932

 

 

 

 

 

Senior Convertible Note 12.0000% Cash, 4.0000% PIK, 07/21/2018 (b, h, l, o)

 

5,017,183

 

5,017,183

 

4,672,737

 

 

 

 

 

Senior Note 12.0000% Cash, 4.0000% PIK, 06/30/2016 (b, h, l, o)

 

4,250,291

 

4,250,291

 

4,250,291

 

 

 

 

 

Senior Subordinated Debt 12.0000% Cash, 4.0000% PIK, 06/30/2016 (b, h, l, o)

 

1,030,188

 

1,030,188

 

1,030,188

 

 

 

 

 

Warrants (d, o)

 

2

 

620,077

 

 

 

 

 

 

 

 

 

 

16,492,387

 

15,145,148

 

Biovation Acquisition Co.

 

Manufacturer of Laminate Material and Composites

 

Common Stock (90 shares) (d, o)

 

 

 

784,622

 

55,351

 

 

 

 

 

Senior Lien Loan 5.0000% PIK, 05/05/2021 (b, l, o)

 

30,000

 

30,000

 

30,000

 

 

 

 

 

 

 

 

 

814,622

 

85,351

 

Custom Alloy Corporation

 

Manufacturer of Pipe Fittings and Forgings

 

Second Lien Loan 4.5000% Cash, 5.5000% PIK, 04/30/2020 (b, h, l, o)

 

24,425,293

 

24,425,293

 

18,615,650

 

 

 

 

 

Unsecured Subordinated Loan 12.0000% Cash, 03/31/2018 (l, o)

 

3,000,000

 

3,000,000

 

2,135,760

 

 

 

 

 

 

 

 

 

27,425,293

 

20,751,410

 

Dukane IAS,LLC

 

Welding Equipment Manufacturer

 

Second Lien Note 10.5000% Cash, 2.5000% PIK, 11/17/2020 (b, l, o)

 

7,074,711

 

6,955,462

 

7,074,711

 

FDS, Inc.

 

Software

 

Senior Subordinated Debt 12.0000% Cash, 4.0000% PIK, 11/30/2016 (b, l, o)

 

2,300,000

 

2,300,000

 

2,300,000

 

FOLIOfn, Inc.

 

Technology Investment - Financial Services

 

Preferred Stock (5,802,259 shares) (d, I, o)

 

 

 

15,000,000

 

5,940,000

 

HTI Technologies and Industries, Inc.

 

Electronic Component Manufacturing

 

Second Lien Note 12.0000% Cash, 2.0000% PIK, 06/21/2018 (b, l, o)

 

9,680,251

 

9,604,132

 

9,680,251

 

Initials, Inc.

 

Consumer Products

 

Senior Subordinated Debt 12.0000% Cash, 3.0000% PIK, 06/23/2020 (b, l, o)

 

4,818,874

 

4,818,874

 

4,754,355

 

Legal Solutions Holdings, Inc.

 

Business Services

 

Senior Subordinated Debt 12.0000% Cash, 4.0000% PIK, 09/12/2018 (b, l, o)

 

11,028,610

 

11,036,929

 

10,898,792

 

MainStream Data, Inc.

 

Technology Investment

 

Common Stock (5,786 shares) (d, I, o)

 

 

 

3,750,000

 

 

Morey’s Seafood International, LLC

 

Food Services

 

Second Lien Loan 10.0000% Cash, 4.0000% PIK, 08/12/2018 (b, h, l, o)

 

17,167,669

 

17,167,669

 

15,169,547

 

Pride Engineering, LLC

 

Manufacturer of Equipment Components

 

Second Lien Note 12.0000% Cash, 06/18/2021 (l, o)

 

5,135,000

 

5,048,563

 

5,135,000

 

Quantum Plastics, LLC

 

Manufacturer of Plastic Parts

 

Senior Subordinated Debt 12.0000% Cash, 03/10/2021 (l, o)

 

10,000,000

 

9,570,176

 

9,657,398

 

 

 

 

 

Warrants (d, o)

 

1

 

392,792

 

392,792

 

 

 

 

 

 

 

 

 

9,962,968

 

10,050,190

 

Thunderdome Restaurants, LLC

 

Restaurants

 

Second Lien Loan, 12.0000% Cash, 06/10/2020 (l, o)

 

3,000,000

 

2,984,061

 

3,030,000

 

U.S. Spray Drying Holding Company

 

Specialty Chemicals

 

Class B Common Stock (784 shares) (d, o)

 

 

 

5,488,000

 

6,625,000

 

 

 

 

 

Secured Loan 12.0000% Cash, 04/30/2019 (l, o)

 

1,500,000

 

1,500,000

 

1,500,000

 

 

 

 

 

 

 

 

 

6,988,000

 

8,125,000

 

United States Technologies, Inc.

 

Electronics Manufacturing and Repair

 

Senior Lien Loan 10.5000% Cash, 07/17/2020 (l, o)

 

5,000,000

 

5,000,000

 

5,050,000

 

Sub Total Non-control/Non-affiliated investments

 

 

 

 

 

 

 

150,348,963

 

123,189,755

 

 

 

 

 

 

 

 

 

 

 

 

 

Affiliate investments - 60.61% (a, c, f, g)

 

 

 

 

 

 

 

 

 

 

 

Advantage Insurance Holdings LTD

 

Insurance

 

Preferred Stock (750,000 shares) (d, e, o)

 

 

 

7,500,000

 

8,304,412

 

Centile Holdings B.V.

 

Software

 

Common Equity Interest (d, e, o)

 

 

 

3,524,376

 

5,379,000

 

JSC Tekers Holdings

 

Real Estate Management

 

Common Stock (3,201 shares) (d, e, o)

 

 

 

4,500

 

 

 

 

 

 

Preferred Stock (9,159,085 shares) (d, e, o)

 

 

 

11,810,188

 

3,730,000

 

 

 

 

 

 

 

 

 

11,814,688

 

3,730,000

 

MVC Environmental, Inc.

 

Environmental Services

 

Senior Secured Loan 9.0000% PIK, 12/22/2020 (b, l, o)

 

6,426,943

 

6,426,943

 

6,426,943

 

 

 

 

 

Common Stock (950 shares) (d, o)

 

 

 

3,081,000

 

1,626,910

 

 

 

 

 

 

 

 

 

9,507,943

 

8,053,853

 

Security Holdings B.V.

 

Electrical Engineering

 

Common Equity Interest (d, e, o)

 

 

 

51,534,073

 

34,854,000

 

SGDA Europe B.V.

 

Environmental Services

 

Common Equity Interest (d, e, o)

 

 

 

28,544,800

 

1,257,000

 

U.S. Gas & Electric, Inc.

 

Energy Services

 

Second Lien Loan, 13.0000% Cash, 07/01/2019 (l, o)

 

7,500,000

 

7,500,000

 

7,500,000

 

 

 

 

 

Unsecured Loan 10.0000% Cash, 4.0000% PIK , 07/01/2018 (b, l, o)

 

3,298,448

 

3,298,448

 

3,298,448

 

 

 

 

 

Convertible Series I Preferred Stock (32,200 shares) (k, n, o)

 

 

 

500,000

 

89,367,607

 

 

 

 

 

Convertible Series J Preferred Stock (8,216 shares) (n, o)

 

 

 

 

 

 

 

 

 

 

 

 

 

11,298,448

 

100,166,055

 

Vestal Manufacturing Enterprises, Inc.

 

Iron Foundries

 

Senior Subordinated Debt 12.0000% Cash, 3.0000% PIK , 11/28/2021 (b, l, o)

 

6,510,065

 

6,510,065

 

6,566,924

 

 

 

 

 

Common Stock (5,610 shares) (d, o)

 

 

 

250,000

 

677,222

 

 

 

 

 

Warrants (d, o)

 

5,303

 

 

438,304

 

 

 

 

 

 

 

 

 

6,760,065

 

7,682,450

 

 

 

 

 

 

 

 

 

 

 

 

 

Sub Total Affiliate investments

 

 

 

 

 

 

 

130,484,393

 

169,426,770

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

102



Table of Contents

 

MVC Capital, Inc.

Consolidated Schedule of Investments - (Continued)

October 31, 2016

 

Company

 

Industry

 

Investment

 

Principal/Shares

 

Cost

 

Fair Value/Market Value

 

 

 

 

 

 

 

 

 

 

 

 

 

Control investments - 24.15% (c, f, g)

 

 

 

 

 

 

 

 

 

 

 

Equus Total Return, Inc.

 

Registered Investment Company

 

Common Stock (4,444,644 shares) (d, l)

 

 

 

$

10,030,272

 

$

8,311,484

 

MVC Automotive Group GmbH

 

Automotive Dealerships

 

Common Equity Interest (a, d, e, o)

 

 

 

50,057,288

 

12,321,000

 

 

 

 

 

Bridge Loan 6.0000% Cash, 06/30/2017 (a, e, l, o)

 

$

3,322,500

 

3,322,500

 

3,322,500

 

 

 

 

 

 

 

 

 

53,379,788

 

15,643,500

 

MVC Private Equity Fund LP

 

Private Equity

 

Limited Partnership Interest (a, d, j, l, o)

 

 

 

13,838,539

 

25,166,780

 

 

 

 

 

General Partnership Interest (a, d, j, l, o)

 

 

 

353,024

 

631,262

 

 

 

 

 

 

 

 

 

14,191,563

 

25,798,042

 

RuMe Inc.

 

Consumer Products

 

Common Stock (5,297,548 shares) (a, d, o)

 

 

 

924,475

 

540,000

 

 

 

 

 

Series C Preferred Stock (23,896,634 shares) (a, d, o)

 

 

 

3,410,694

 

5,836,000

 

 

 

 

 

Series B-1 Preferred Stock (4,999,076 shares) (a, d, o)

 

 

 

999,815

 

2,017,000

 

 

 

 

 

Subordinated Debt 10.0000% PIK, 10/07/2017 (a, b, l, o)

 

900,000

 

846,777

 

846,777

 

 

 

 

 

Guarantee (a, d, o)

 

1

 

 

(277,535)

 

 

 

 

 

Warrants (a, d, o)

 

1

 

336,393

 

1,054,485

 

 

 

 

 

 

 

 

 

6,518,154

 

10,016,727

 

SIA Tekers Invest

 

Port Facilities

 

Common Stock (68,800 shares) (a, d, e, o)

 

 

 

2,300,000

 

 

 

 

 

 

Bridge Loan 6.0000% Cash, 06/27/2017 (a, e, h, l, o)

 

27,785

 

27,785

 

 

 

 

 

 

 

 

 

 

2,327,785

 

 

Turf Products, LLC

 

Distributor - Landscaping and

 

Senior Subordinated Debt 7.0000% Cash, 4.0000% PIK, 11/01/2018 (a, b, l, o)

 

3,895,262

 

3,895,262

 

3,754,677

 

 

 

Irrigation Equipment

 

Limited Liability Company Interest (a, d, o)

 

 

 

3,535,694

 

3,991,794

 

 

 

 

 

Guarantee (a, d, o)

 

1

 

 

(12,995)

 

 

 

 

 

Warrants (a, d, o)

 

150

 

 

 

 

 

 

 

 

 

 

 

7,430,956

 

7,733,476

 

 

 

 

 

 

 

 

 

 

 

 

 

Sub Total Control investments

 

 

 

 

 

 

 

93,878,518

 

67,503,229

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL PORTFOLIO INVESTMENTS - 128.82% (f)

 

 

 

 

 

 

 

$

374,711,874

 

$

360,119,754

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury Obligations - 12.52% (f, g)

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury Bill

 

U.S. Government Securities

 

1.2500% Cash, 10/31/2021 (m)

 

35,100,000

 

$

34,998,593

 

$

34,991,681

 

 

 

 

 

 

 

 

 

 

 

 

 

Sub Total Short-Term Investments

 

 

 

 

 

 

 

$

34,998,593

 

$

34,991,681

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents and restricted cash equivalents - 0.14% (f, g)

 

 

 

 

 

 

 

 

 

 

 

Fidelity Institutional Government Money Market Fund

 

Money Market Fund

 

Beneficial Shares (299,569 shares)

 

 

 

299,569

 

299,569

 

Morgan Stanley Institutional Liquidity Government Portfolio

 

Money Market Fund

 

Beneficial Shares (95,043 shares)

 

 

 

95,043

 

95,043

 

Total Cash equivalents and restricted cash equivalents

 

 

 

 

 

 

 

394,612

 

394,612

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL INVESTMENTS - 141.48%

 

 

 

 

 

 

 

$

410,105,079

 

$

395,506,047

 

 


(a) These securities are restricted from public sale without prior registration under the Securities Act of 1933.  The Company negotiates certain aspects of the method and timing of the disposition of these investments, including registration, rights and related costs.

 

(b) These securities accrue a portion of their interest/dividends in “payment in kind” interest/dividends which is capitalized to the investment.

 

(c) All of the Company’s equity and debt investments are issued by eligible portfolio companies, as defined in the Investment Company Act of 1940, except MVC Automotive Group GmbH, Security Holdings B.V., SGDA Europe B.V., SIA Tekers Invest, JSC Tekers Holdings, Centile Holdings B.V., Equus Total Return, Inc., MVC Private Equity Fund L.P., and Advantage Insurance LTD.  The Company makes available significant managerial assistance to all of the portfolio companies in which it has invested.

 

(d) Non-income producing assets.

 

(e) The principal operations of these portfolio companies are located in Europe and Cayman Islands, which represents approximately 14% and 2% respectively, of the total assets.  Of the remaining portfolio companies, as a percentage of total assets, 30% are located in Southeast, 16% Northeast, 13% Midwest, 5% West and 4% Southwest in the United States.

 

(f) Percentages are based on net assets of $279,557,778 as of October 31, 2016.

 

(g) See Note 3 for further information regarding “Investment Classification.”

 

(h) All or a portion of the accrued interest on these securities have been reserved for.

 

(i) Legacy Investments.

 

(j) MVC Private Equity Fund, LP is a private equity fund focused on control equity investments in the lower middle market.  The fund currently holds five investments, four located in the United States and one in Gibraltar, the investments are in the energy, services, contract manufacturing, and industrial sectors.  The Company’s proportional share of the AccuMed Corp. preferred stock, Plymouth Rock Energy membership interest and loan, the Gibdock Limited equity interest and Focus Pointe preferred stock is $8,916,632, $7,343,966, $4,627,855 and $2,854,783, respectively.

 

(k) Upon a liquidity event, the Company may receive additional ownership in U.S. Gas & Electric, Inc.

 

(l) All or a portion of these securities may serve as collateral for the Santander Credit Facility.

 

(m) All or a portion of these securities may serve as collateral for the BB&T Credit Facility.

 

(n) All or a portion of these securities may serve as collateral for the Macquarie Energy trade supply credit facility

 

(o) These securities are valued using unobservable inputs.

 

PIK - Payment-in-kind

 

- Denotes zero cost or fair value.

 

The accompanying notes are an integral part of these consolidated financial statements.

 

103


 


Table of Contents

 

MVC Capital, Inc.

Consolidated Statements of Operations

 

 

 

For the Year Ended

 

For the Year Ended

 

For the Year Ended

 

 

 

October 31, 2017

 

October 31, 2016

 

October 31, 2015

 

Operating Income:

 

 

 

 

 

 

 

Dividend income

 

 

 

 

 

 

 

Non-control/Non-affiliated investments

 

$

39,019

 

$

284

 

$

3,220

 

Affiliate investments

 

663,185

 

13,110,006

 

 

Control investments

 

 

97,101

 

1,002,872

 

 

 

 

 

 

 

 

 

Total dividend income

 

702,204

 

13,207,391

 

1,006,092

 

 

 

 

 

 

 

 

 

Interest income

 

 

 

 

 

 

 

Non-control/Non-affiliated investments

 

12,845,063

 

12,032,621

 

12,579,802

 

Affiliate investments

 

1,202,458

 

2,297,112

 

1,303,835

 

Control investments

 

353,887

 

345,611

 

322,282

 

 

 

 

 

 

 

 

 

Total interest income

 

14,401,408

 

14,675,344

 

14,205,919

 

 

 

 

 

 

 

 

 

Payment-in-kind/Deferred interest income

 

 

 

 

 

 

 

Non-control/Non-affiliated investments

 

1,343,365

 

4,044,844

 

4,908,516

 

Affiliate investments

 

681,067

 

607,751

 

126,067

 

Control investments

 

145,137

 

162,399

 

155,810

 

 

 

 

 

 

 

 

 

Total payment-in-kind/Deferred interest income

 

2,169,569

 

4,814,994

 

5,190,393

 

 

 

 

 

 

 

 

 

Fee income

 

 

 

 

 

 

 

Non-control/Non-affiliated investments

 

438,170

 

173,200

 

357,500

 

Affiliate investments

 

1,192,485

 

625,500

 

723,165

 

Control investments

 

52,420

 

2,456,250

 

966,992

 

 

 

 

 

 

 

 

 

Total fee income

 

1,683,075

 

3,254,950

 

2,047,657

 

 

 

 

 

 

 

 

 

Fee income - Asset Management 1

 

 

 

 

 

 

 

Portfolio fees

 

811,441

 

988,627

 

1,023,210

 

Management fees

 

326,403

 

425,578

 

225,511

 

 

 

 

 

 

 

 

 

Total fee income - Asset Management

 

1,137,844

 

1,414,205

 

1,248,721

 

 

 

 

 

 

 

 

 

Other income

 

10,000

 

 

 

 

 

 

 

 

 

 

 

Total operating income

 

20,104,100

 

37,366,884

 

23,698,782

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

Interest and other borrowing costs

 

10,287,810

 

10,212,347

 

10,230,140

 

Management fee

 

6,238,409

 

7,589,841

 

7,845,198

 

Net Incentive compensation (Note 5)

 

5,597,783

 

(2,030,212

)

(9,757,120

)

Consulting fees

 

1,089,755

 

1,361,617

 

653,396

 

Audit & tax preparation fees

 

818,000

 

471,381

 

1,470,000

 

Other expenses

 

752,671

 

457,152

 

750,531

 

Legal fees

 

638,536

 

838,474

 

1,162,500

 

Portfolio fees - Asset Management 1

 

608,580

 

741,470

 

767,408

 

Directors’ fees

 

423,514

 

421,000

 

418,000

 

Insurance

 

275,188

 

296,708

 

347,426

 

Management fee - Asset Management 1

 

244,802

 

319,183

 

160,218

 

Administration

 

201,236

 

211,304

 

236,918

 

Public relations fees

 

184,000

 

181,908

 

180,000

 

Printing and postage

 

50,320

 

12,541

 

85,595

 

 

 

 

 

 

 

 

 

Total operating expenses

 

27,410,604

 

21,084,714

 

14,550,210

 

 

 

 

 

 

 

 

 

Less: Voluntary expense waiver by Adviser 2

 

(150,000

)

(150,000

)

(150,000

)

Less: Voluntary management fee waiver by Adviser 3

 

(1,559,602

)

(1,897,460

)

 

Less: Voluntary incentive fee waiver by Adviser 4

 

 

(1,000,000

)

 

 

 

 

 

 

 

 

 

Total waivers

 

(1,709,602

)

(3,047,460

)

(150,000

)

 

 

 

 

 

 

 

 

Net operating income (loss) before taxes

 

(5,596,902

)

19,329,630

 

9,298,572

 

 

 

 

 

 

 

 

 

Tax Expenses:

 

 

 

 

 

 

 

Current tax expense

 

1,920

 

1,884

 

1,756

 

 

 

 

 

 

 

 

 

Total tax expense

 

1,920

 

1,884

 

1,756

 

 

 

 

 

 

 

 

 

Net operating (loss) income

 

(5,598,822

)

19,327,746

 

9,296,816

 

 

 

 

 

 

 

 

 

Net Realized and Unrealized Gain (Loss) on Investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net realized gain (loss) on investments

 

 

 

 

 

 

 

U.S. Treasury obligations

 

229,812

 

125,116

 

302,246

 

Non-control/Non-affiliated investments

 

(9,615,451

)

(14,267,957

)

(2,073,793

)

Affiliate investments

 

89,179,047

 

(5,542

)

 

Control investments

 

10,097,674

 

(31,009,032

)

5,593,975

 

Foreign currency

 

4,549

 

 

(122,168

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total net realized gain (loss) on investments

 

89,895,631

 

(45,157,415

)

3,700,260

 

 

 

 

 

 

 

 

 

Net unrealized (depreciation) appreciation on investments

 

(56,972,810

)

28,627,844

 

(50,557,496

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net realized and unrealized gain (loss) on investments

 

32,922,821

 

(16,529,571

)

(46,857,236

)

 

 

 

 

 

 

 

 

Net increase (decrease) in net assets resulting from operations

 

$

27,323,999

 

$

2,798,175

 

$

(37,560,420

)

 

 

 

 

 

 

 

 

Net increase (decrease) in net assets per share resulting from operations

 

$

1.22

 

$

0.12

 

$

(1.66

)

 

 

 

 

 

 

 

 

Dividends declared per share5

 

$

0.555

 

$

0.710

 

$

0.540

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding

 

22,271,902

 

22,673,539

 

22,702,821

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 


1 These items are related to the management of the MVC Private Equity Fund, L.P. (“PE Fund”).  Please see Note 4 “Management” for more information.

 

2 Reflects the TTG Advisers’ voluntary waiver of $150,000 of expenses for the 2017, 2016, 2015 and 2014 fiscal years,  that the Company would otherwise be obligated to reimburse TTG Advisers under the Advisory Agreement (the “Voluntary Waiver”).  Please see Note 4 “Management” for more information.

 

3 Reflects TTG Advisers’ voluntary waiver of 0.50% of the management fee for the fiscal years ended October 31, 2017 and 2016.  Please see Note 4 “Management” for more information.

 

4 Reflects TTG Advisers’ voluntary waiver of the Incentive Fee associated with pre-incentive fee net operationg income for the fiscal years ended October 31, 2017 and 2016.  Please see Note 4 “Management” for more information.

 

5 Please see Note 6 “Dividends and Distributions to Shareholders” for more information.

 

The accompanying notes are an integral part of these consolidated financial statements.

 

104



Table of Contents

 

MVC Capital, Inc.

Consolidated Statements of Cash Flows

 

 

 

For the Year Ended

 

For the Year Ended

 

For the Year Ended

 

 

 

October 31, 2017

 

October 31, 2016

 

October 31, 2015

 

Cash flows from Operating Activities:

 

 

 

 

 

 

 

Net increase (decrease) in net assets resulting from operations

 

$

27,323,999

 

$

2,798,175

 

$

(37,560,420

)

Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:

 

 

 

 

 

 

 

Net realized (gain) loss

 

(89,895,631

)

45,157,415

 

(3,700,260

)

Net change in unrealized depreciation (appreciation)

 

56,972,810

 

(28,627,844

)

50,557,496

 

Amortization of discounts and fees

 

(666,172

)

(69,075

)

(751,909

)

Increase in accrued payment-in-kind dividends and interest

 

(1,875,578

)

(7,100,750

)

(2,266,596

)

Amortization of deferred financing fees

 

1,179,682

 

1,026,635

 

1,070,967

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Restricted cash

 

500,198

 

199,507

 

(1,000,034

)

Restricted cash equivalents

 

 

5,503,000

 

762,500

 

Dividends, interest and fees receivable

 

1,789,022

 

809,243

 

(3,216,202

)

Fee and other receivables

 

614,832

 

(402,345

)

243,547

 

Escrow receivables, net of reserves

 

9,151,805

 

(8,859,061

)

(292,744

)

Prepaid expenses

 

(126,135

)

416,805

 

37,284

 

Incentive compensation (Note 5)

 

4,501,703

 

(3,030,212

)

(9,757,120

)

Other liabilities

 

716,659

 

(1,803,183

)

705,945

 

Purchases of equity investments

 

(1,187,101

)

(1,992,242

)

(3,545,400

)

Purchases of debt instruments

 

(11,462,419

)

(41,975,490

)

(59,076,952

)

Purchases of short-term investments

 

(49,954,511

)

(154,856,468

)

(384,062,785

)

Proceeds from equity investments (1)

 

66,702,991

 

38,904,810

 

25,943,104

 

Proceeds from debt instruments

 

49,309,147

 

36,200,444

 

39,304,386

 

Sales/maturities of short-term investments

 

85,183,355

 

209,805,021

 

394,544,993

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

148,778,656

 

92,104,385

 

7,939,800

 

 

 

 

 

 

 

 

 

Cash flows from Financing Activities:

 

 

 

 

 

 

 

Borrowings from revolving credit facility II

 

50,000,000

 

155,000,000

 

385,000,000

 

Repayments from revolving credit facility II

 

(85,000,000

)

(210,000,000

)

(395,000,000

)

Borrowings from revolving credit facility III

 

 

16,300,000

 

 

Repayments from revolving credit facility III

 

 

(16,300,000

)

 

Restricted cash (deposit) withdrawal

 

5,000,000

 

(10,000,000

)

 

Borrowings from bridge loan

 

 

 

36,672,481

 

Repayments from bridge loan

 

 

(8,000,000

)

(28,672,481

)

Repurchase of common stock

 

(15,090,244

)

(1,216,746

)

 

Share exchange

 

 

 

(7,427

)

Financing fees paid

 

(225,868

)

(1,885,808

)

(533,746

)

Distributions paid to shareholders

 

(12,019,345

)

(15,770,729

)

(12,026,059

)

Repurchases of common stock under dividend reinvestment plan

 

(283,120

)

(328,509

)

(233,465

)

 

 

 

 

 

 

 

 

Net cash used in financing activities

 

(57,618,577

)

(92,201,792

)

(14,800,697

)

 

 

 

 

 

 

 

 

Net change in cash and cash equivalents for the year

 

91,160,079

 

(97,407

)

(6,860,897

)

 

 

 

 

 

 

 

 

Cash and cash equivalents, beginning of year

 

$

10,214,160

 

$

10,311,567

 

$

17,172,464

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, end of year

 

$

101,374,239

 

$

10,214,160

 

$

10,311,567

 

 


(1) For the year ended October 31, 2017 and October 31, 2016, proceeds from equity investments includes $1.0 milion and $173,667 from escrow receivables, net of reserves, respectively.

 

During the year ended October 31, 2017, 2016 and 2015  MVC Capital, Inc. paid $8,391,138, $8,508,648 and $8,968,280 in interest expense, respectively.

 

During the year ended October 31, 2017, 2016 and 2015 MVC Capital, Inc. paid $1,278, $1,655 and $1,823 in income taxes, respectively.

 

Non-cash activity:

 

During the year ended October 31, 2017, 2016 and 2015, MVC Capital, Inc. recorded payment in kind dividend and interest of $1,875,578, $7,100,750 and $2,266,596, respectively. This amount was added to the principal balance of the investments and recorded as dividend/interest income.

 

During the year ended October 31, 2017, 2016 and 2015, the Company issued 29,335, 41,737 and 24,783 shares of common stock to satisfy the dividend reinvestment plan.

 

On April 20, 2015, Biovation Acquisition Corp., a newly formed entity by the Company, credit purchased the assets of Biovation Holdings, Inc. in exchange for the majority of the economic ownership.  The company received 90 shares of Class B non-voting common stock of Biovation Acquisition Corp.

 

 

On December 24, 2015, as part of Inland’s restructuring, the Company obtained a $6.0 million senior secured loan to MVC Environmental, Inc. and received 950 common shares in MVC Environmental, Inc., with  a cost basis of $3.1 million.

 

On March 7, 2017, the Company exchanged its shares of MVC Turf, the holding company which owned the Company’s LLC interest in Turf, for approximately $3.8 million of additional subordinated debt in Turf.

 

On July 5, 2017, the Company received gross consideration for its investment in U.S. Gas valued at approximately $127.4 million, including approximately $11.0 million for the repayment of its two outstanding loans from the Company. The fair value of the consideration received by the Company for its equity investment in U.S. Gas was $116.4 million. As a result of the gross consideration received, the Company realized a gain of approximately $115.9 million. The $116.4 million is comprised of: (i) cash of approximately $50.0 million; (ii) 9.5% second-lien callable notes due in July 2025 with a face amount of approximately $40.5 million (before certain post-closing and indemnification adjustments, if any); and (iii) 3,282,982 Crius trust units valued at approximately $25.9 million at the time of closing.

 

On October 26, 2017, the Company exchanged its common equity interest in SGDA Europe for a $1.2 million first lien note, resulting in a realized loss of approximately $27.5 million.

 

The accompanying notes are an integral part of these consolidated financial statements.

 

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MVC Capital, Inc.

Consolidated Statements of Changes in Net Assets

 

 

 

For the Year Ended

 

For the Year Ended

 

For the Year Ended

 

 

 

October 31, 2017

 

October 31, 2016

 

October 31, 2015

 

 

 

 

 

 

 

 

 

Operations:

 

 

 

 

 

 

 

Net operating (loss) gain

 

$

(5,598,822

)

$

19,327,746

 

$

9,296,816

 

Net realized gain (loss) on investments

 

89,895,631

 

(45,157,415

)

3,700,260

 

Net change in unrealized (depreciation) appreciation on investments

 

(56,972,810

)

28,627,844

 

(50,557,496

)

 

 

 

 

 

 

 

 

Net increase (decrease) in net assets from operations

 

27,323,999

 

2,798,175

 

(37,560,420

)

 

 

 

 

 

 

 

 

Shareholder Distributions from:

 

 

 

 

 

 

 

Income

 

(9,738,519

)

(16,099,238

)

(9,296,816

)

Realized gain

 

 

 

(2,962,708

)

Return of capital

 

(2,563,946

)

 

 

 

 

 

 

 

 

 

 

Net decrease in net assets from shareholder distributions

 

(12,302,465

)

(16,099,238

)

(12,259,524

)

 

 

 

 

 

 

 

 

Capital Share Transactions:

 

 

 

 

 

 

 

Issuance of common stock under dividend reinvestment plan

 

283,120

 

328,509

 

233,465

 

Repurchase of common stock under dividend reinvestment plan

 

(283,120

)

(328,509

)

(233,465

)

Provision for share exchange

 

 

 

(7,427

)

Repurchase expenses

 

(90,251

)

 

 

Repurchase of common stock

 

(14,999,993

)

(1,216,746

)

 

 

 

 

 

 

 

 

 

Net decrease in net assets from capital share transactions

 

(15,090,244

)

(1,216,746

)

(7,427

)

 

 

 

 

 

 

 

 

Total increase (decrease) in net assets

 

(68,710

)

(14,517,809

)

(49,827,371

)

 

 

 

 

 

 

 

 

Net assets, beginning of year

 

279,557,778

 

294,075,587

 

343,902,958

 

 

 

 

 

 

 

 

 

Net assets, end of year

 

$

279,489,068

 

$

279,557,778

 

$

294,075,587

 

 

 

 

 

 

 

 

 

Common shares outstanding, end of year

 

21,114,105

 

22,556,412

 

22,702,821

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

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MVC Capital, Inc.

Consolidated Selected Per Share Data and Ratios

 

 

 

For the

 

For the

 

For the

 

For the

 

For the

 

 

 

Year Ended

 

Year Ended

 

Year Ended

 

Year Ended

 

Year Ended

 

 

 

October 31, 2017

 

October 31, 2016

 

October 31, 2015

 

October 31, 2014

 

October 31, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

Net asset value, beginning of year

 

$

12.39

 

$

12.95

 

$

15.15

 

$

16.63

 

$

16.14

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations:

 

 

 

 

 

 

 

 

 

 

 

Net operating (loss) income

 

(0.25

)

0.85

 

0.41

 

0.07

 

0.06

 

Net realized and unrealized gain (loss) on investments

 

1.47

 

(0.73

)

(2.07

)

(0.95

)

0.76

 

 

 

 

 

 

 

 

 

 

 

 

 

Total gain (loss) from investment operations

 

1.22

 

0.12

 

(1.66

)

(0.88

)

0.82

 

 

 

 

 

 

 

 

 

 

 

 

 

Less distributions from:

 

 

 

 

 

 

 

 

 

 

 

Income

 

(0.44

)

(0.71

)

(0.41

)

(0.07

)

(0.46

)

Realized gain

 

 

 

(0.13

)

(0.47

)

 

Return of capital

 

(0.12

)

 

 

 

(0.08

)

 

 

 

 

 

 

 

 

 

 

 

 

Total distributions

 

(0.56

)

(0.71

)

(0.54

)

(0.54

)

(0.54

)

 

 

 

 

 

 

 

 

 

 

 

 

Capital share transactions

 

 

 

 

 

 

 

 

 

 

 

Dilutive effect of share issuance

 

 

 

 

(0.10

)

 

Anti-dilutive effect of share repurchase program

 

0.19

 

0.03

 

 

0.04

 

0.21

 

 

 

 

 

 

 

 

 

 

 

 

 

Total capital share transactions

 

0.19

 

0.03

 

 

(0.06

)

0.21

 

 

 

 

 

 

 

 

 

 

 

 

 

Net asset value, end of year

 

$

13.24

 

$

12.39

 

$

12.95

 

$

15.15

 

$

16.63

 

 

 

 

 

 

 

 

 

 

 

 

 

Market value, end of year

 

$

10.70

 

$

8.69

 

$

8.32

 

$

11.27

 

$

13.83

 

 

 

 

 

 

 

 

 

 

 

 

 

Market discount

 

(19.18

)%

(29.86

)%

(35.75

)%

(25.61

)%

(16.84

)%

 

 

 

 

 

 

 

 

 

 

 

 

Total Return - At NAV (a)

 

11.54

%

1.26

%

(11.08

)%

(5.75

)%

6.52

%

 

 

 

 

 

 

 

 

 

 

 

 

Total Return - At Market (a)

 

30.39

%

14.32

%

(21.85

)%

(14.97

)%

16.65

%

 

 

 

 

 

 

 

 

 

 

 

 

Ratios and Supplemental Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Portfolio turnover ratio

 

4.26

%

13.74

%

15.19

%

14.16

%

25.20

%

 

 

 

 

 

 

 

 

 

 

 

 

Net assets, end of year (in thousands)

 

$

279,489

 

$

279,558

 

$

294,076

 

$

343,903

 

$

376,086

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratios to average net assets:

 

 

 

 

 

 

 

 

 

 

 

Expenses including tax expense

 

9.03

%

6.35

%

4.54

%

5.04

%

6.19

%

Expenses excluding tax expense

 

9.03

%

6.35

%

4.54

%

5.04

%

6.19

%

 

 

 

 

 

 

 

 

 

 

 

 

Net operating (loss) income before tax expense

 

(1.97

)%

6.81

%

2.93

%

0.44

%

0.39

%

Net operating (loss) income after tax expense

 

(1.97

)%

6.81

%

2.93

%

0.44

%

0.39

%

 

 

 

 

 

 

 

 

 

 

 

 

Ratios to average net assets excluding waivers:

 

 

 

 

 

 

 

 

 

 

 

Expenses including tax expense

 

9.63

%

7.43

%

4.59

%

5.08

%

6.23

%

Expenses excluding tax expense

 

9.63

%

7.43

%

4.59

%

5.08

%

6.23

%

 

 

 

 

 

 

 

 

 

 

 

 

Net operating (loss) income before tax expense

 

(2.57

)%

5.74

%

2.89

%

0.40

%

0.35

%

Net operating (loss) income after tax expense

 

(2.57

)%

5.74

%

2.89

%

0.40

%

0.35

%

 

 

 

 

 

 

 

 

 

 

 

 


 

(a) Total annual return is historical and assumes changes in share price, reinvestments of all dividends and distributions, and no sales charge for the year.

 

 

 

 

 

 

 

 

 

 

 

 

 

(b) Supplemental Ratio information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratios to average net assets: (b)

 

 

 

 

 

 

 

 

 

 

 

Expenses excluding incentive compensation

 

7.07

%

7.07

%

7.62

%

6.35

%

5.17

%

Expenses excluding incentive compensation, interest and other borrowing costs

 

3.45

%

3.47

%

4.39

%

3.75

%

3.39

%

 

 

 

 

 

 

 

 

 

 

 

 

Net operating income (loss) before incentive compensation

 

0.00

%

6.09

%

(0.15

)%

(0.87

)%

1.41

%

Net operating income before incentive compensation, interest and other borrowing costs

 

3.62

%

9.69

%

3.08

%

1.73

%

3.19

%

 

 

 

 

 

 

 

 

 

 

 

 

Ratios to average net assets excluding waivers: (b)

 

 

 

 

 

 

 

 

 

 

 

Expenses excluding incentive compensation

 

7.67

%

8.15

%

7.67

%

6.40

%

5.21

%

Expenses excluding incentive compensation, interest and other borrowing costs

 

4.05

%

4.55

%

4.44

%

3.79

%

3.43

%

 

 

 

 

 

 

 

 

 

 

 

 

Net operating income (loss) before incentive compensation

 

(0.60

)%

5.02

%

(0.19

)%

(0.92

)%

1.37

%

Net operating income before incentive compensation, interest and other borrowing costs

 

3.02

%

8.62

%

3.04

%

1.69

%

3.15

%

 

The accompanying notes are an integral part of these consolidated financial statements.

 

107


 


Table of Contents

 

MVC Capital, Inc.
Notes to Consolidated Financial Statements
October 31, 2017

 

1.             Organization and Business Purpose

 

MVC Capital, Inc. and its wholly-owned subsidiaries, MVC Financial Services, Inc. and MVC Cayman (the “Company”), formerly known as meVC Draper Fisher Jurvetson Fund I, Inc., is a Delaware corporation organized on December 2, 1999 which commenced operations on March 31, 2000.   On December 2, 2002, the Company announced that it would begin doing business under the name MVC Capital, Inc. The Company’s investment objective is to seek to maximize total return from capital appreciation and/or income, though our current focus is more yield generating investments.  The Company seeks to achieve its investment objective by providing debt and equity financing to companies that are, for the most part, privately owned (“Portfolio Companies”).  The Company’s current investments in Portfolio Companies consist principally of senior and subordinated loans, venture capital, mezzanine and preferred instruments and private equity investments.

 

The Company has elected to be treated as a business development company under the 1940 Act.  The shares of the Company commenced trading on the NYSE under the symbol MVC on June 26, 2000.

 

The Company had entered into an advisory agreement with meVC Advisers, Inc. (the “Former Advisor”), which had entered into a sub-advisory agreement with Draper Fisher Jurvetson MeVC Management Co., LLC (the “Former Sub-Advisor”). On June 19, 2002, the Former Advisor resigned without prior notice to the Company as its investment advisor.  This resignation resulted in the automatic termination of the advisory agreement between the Former Advisor and the Former Sub-Advisor to the Company.  As a result, the Company’s board internalized the Company’s operations, including management of the Company’s investments.

 

At the February 28, 2003 Annual Meeting of Shareholders, a new board of directors (the “Board”) replaced the former board of directors of the Company (the “Former Board”) in its entirety. On March 6, 2003, the results of the election were certified by the Inspector of Elections, whereupon the Board terminated John M. Grillos, the Company’s previous CEO. Shortly thereafter, other members of the Company’s senior management team, who had previously reported to Mr. Grillos, resigned. With these significant changes in the Board and management of the Company, the Company operated in a transition mode and, as a result, no portfolio investments were made from early March 2003 through the end of October 2003 (the end of the Fiscal Year). During this period, the Board explored various alternatives for a long-term management plan for the Company. Accordingly, at the September 16, 2003 Special Meeting of Shareholders, the Board voted and approved the Company’s revised business plan.

 

On November 6, 2003, Michael Tokarz assumed his position as Chairman, Portfolio Manager and Director of the Company.

 

On March 29, 2004 at the Annual Shareholders meeting, the shareholders approved the election of Emilio Dominianni, Robert S. Everett, Gerald Hellerman, Robert C. Knapp and Michael Tokarz to serve as members of the Board of Directors of the Company and adopted an amendment to the

 

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Table of Contents

 

Company’s Certificate of Incorporation authorizing the changing of the name of the Company from “meVC Draper Fisher Jurvetson Fund I, Inc.” to “MVC Capital, Inc.”

 

On July 7, 2004, the Company’s name change from “meVC Draper Fisher Jurvetson Fund I, Inc.” to “MVC Capital, Inc.” became effective.

 

On July 16, 2004, the Company commenced the operations of MVC Financial Services, Inc. (“MVCFS”).  MVCFS is incorporated in Delaware and its principal purpose is to provide advisory, administrative and other services to the Company and the Company’s Portfolio Companies.  The Company does not hold MVCFS for investment purposes and does not intend to sell MVCFS.  On October 14, 2011, the Company formed a wholly-owned subsidiary, MVC Cayman, an exempted company incorporated in the Cayman Islands, to hold certain of its investments.

 

On September 7, 2006, the stockholders of MVC Capital approved the adoption of the investment advisory and management agreement (the “Advisory Agreement”).  The Advisory Agreement, which was entered into on October 31, 2006, provides for external management of the Company by TTG Advisers, which is led by Michael Tokarz.  The agreement took effect on November 1, 2006.  Upon the effectiveness of the Advisory Agreement, Mr. Tokarz’s employment agreement with the Company terminated.  All of the individuals (including the Company’s investment professionals) that had been previously employed by the Company as of the fiscal year ended October 31, 2006 became employees of TTG Advisers.

 

On December 11, 2008, our Board of Directors, including all of the directors who are not “interested persons,” as defined under the 1940 Act, of the Company (the “Independent Directors”), at their in-person meeting approved an amended and restated investment advisory and management agreement (also, the “Advisory Agreement”), which was approved by stockholders of the Company on April 14, 2009. The renewal of the Advisory Agreement was last approved by the Independent Directors at their in-person meeting held on October 28, 2016.

 

2.             Consolidation

 

On July 16, 2004, the Company formed a wholly-owned subsidiary, MVC Financial Services, Inc. (“MVCFS”).  MVCFS is incorporated in Delaware and its principal purpose is to provide advisory, administrative and other services to the Company, the Company’s portfolio companies and other entities.  MVCFS had opening equity of $1 (100 shares at $0.01 per share). The Company does not hold MVCFS for investment purposes and does not intend to sell MVCFS.

 

On October 14, 2011, the Company formed a wholly-owned subsidiary, MVC Cayman, an exempted company incorporated in the Cayman Islands, to hold certain of its investments and to make certain future investments.  The results of MVCFS and MVC Cayman are consolidated into the Company and all inter-company accounts have been eliminated in consolidation.

 

During fiscal year ended October 31, 2012 and thereafter, MVC Partners, LLC (“MVC Partners”) was consolidated with the operations of the Company as MVC Partners’ limited partnership interest in the MVC Private Equity Fund, L.P. (“PE Fund”) is a substantial portion of MVC Partners operations.  Previously, MVC Partners was presented as a portfolio company on the Consolidated Schedule of Investments.  The consolidation of MVC Partners has not had any material effect on the financial position or net results of operations of the Company.  There are additional disclosures resulting from this consolidation.

 

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Table of Contents

 

MVC GP II, LLC (“MVC GP II”), an indirect wholly-owned subsidiary of the Company, serves as the general partner to the PE Fund.  MVC GP II is wholly-owned by MVCFS, a subsidiary of the Company.  The results of MVC GP II are consolidated into MVCFS and ultimately the Company. All inter-company accounts have been eliminated in consolidation.

 

During fiscal year ended October 31, 2014, MVC Turf, Inc. (“MVC Turf”) was consolidated with the Company as MVC Turf is an MVC wholly-owned holding company. The consolidation of MVC Turf did not have any material effect on the financial position or net results of operations of the Company.  On March 7, 2017, the Company exchanged its shares of MVC Turf, the holding company that owned the Company’s LLC interest in Turf Products, for approximately $3.8 million of additional subordinated debt in Turf Products.  Prior to the exchange, the Company also received a distribution from MVC Turf of approximately $323,000. The impact of the deconsolidation of MVC Turf on the Company’s financial condition and results of operations was immaterial.  As of October 31, 2017, MVC Turf is no longer consolidated with the Company.

 

3.             Significant Accounting Policies

 

The following is a summary of significant accounting policies followed by the Company in the preparation of its consolidated financial statements:

 

The preparation of consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements.  Actual results could differ from those estimates.

 

Recent Accounting Pronouncements — In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers” (Topic 606). ASU 2014-09 addresses the reporting of revenue by most entities and will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In August 2015, the FASB issued ASU 2015-14 that defers the effective date of ASU 2014-09 for public business entities for annual reporting periods beginning after December 15, 2017, including interim periods therein. Early application is not permitted for public business entities.  On December 27, 2016, the FASB issued ASU 2016-20 to make various amendments to Topic 606, going into effect for years beginning after December 15, 2017.  The Company does not expect the standard, when adopted, to have a material impact on the financial condition, results of operations or net assets.

 

In August 2014, FASB issued ASU 2014-15, “Presentation of Financial Statements — Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). The standard requires management to evaluate, at each interim and annual reporting period, whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued, and provide related disclosures. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and for annual and interim periods thereafter, and early adoption is permitted. This update has had no impact on the Company’s financial condition or results of operations.

 

In February 2015, the FASB issued Accounting Standards Update 2015-02, which updated consolidation standards under ASC Topic 810, “Consolidation”. Under this update, a new consolidation analysis is required for variable interest entities (“VIEs”) and will limit the

 

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circumstances in which investment managers and similar entities are required to consolidate the entities that they manage. The FASB decided to eliminate some of the criteria under which their fees are considered a variable interest and limit the circumstances in which variable interests in a VIE held by related parties of a reporting enterprise require the reporting enterprise to consolidate the VIE. The guidance is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2015.  This update has had no impact on the Company’s financial condition or results of operations.

 

In April 2015, the FASB issued Accounting Standards Update 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. Under this guidance, debt issuance costs related to a recognized debt liability are to be presented as a direct deduction from the debt liability rather than as an asset on the balance sheet, consistent with debt discounts. The guidance is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2015.  This update has had no material impact on the Company’s financial condition or results of operations.

 

In May 2015, the FASB issued ASU No. 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent). The new guidance removes the requirement that investments for which NAV is determined based on practical expedient reliance be reported utilizing the fair value hierarchy. The guidance is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2015.  This update has had no material impact on the Company’s financial condition or results of operations.

 

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows — Classification of Certain Cash Receipts and Cash Payments (Topic 230). The amendments provide guidance on eight specific cash flow issues in how certain cash receipts and cash payments are presented and classified in the statement of cash flows with the objective of reducing the existing diversity in practice. The amendments are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted.  The Company does not expect to adopt ASU 2016-15 early and does not believe the standard will have a material impact on our financial statements, when adopted.

 

In October 2016, the FASB issued ASU 2016-17, to amend the consolidation guidance on how a reporting entity that is the single decision maker of a VIE should treat indirect interests in the entity held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of that VIE. The ASU is effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years.  The Company does not expect the adoption of ASU 2016-17 to have a material impact on our financial statements.

 

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash.  The amendments in this Update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The ASU is effective for public business entities for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years.  The Company does not expect the adoption of ASU 2016-18 to have a material impact on our financial statements.

 

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Valuation of Investments — The Accounting Standards Codification (“ASC”), Fair Value Measurements and Disclosures (“ASC 820”), defines fair value in terms of the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The price used to measure the fair value is not adjusted for transaction costs while the cost basis of our investments may include initial transaction costs. Under ASC 820, the fair value measurement also assumes that the transaction to sell an asset occurs in the principal market for the asset or, in the absence of a principal market, the most advantageous market for the asset. The principal market is the market in which the reporting entity would sell or transfer the asset with the greatest volume and level of activity for the asset to which the reporting entity has access as of the measurement date.  If no market for the asset exists or if the reporting entity does not have access to the principal market, the reporting entity should use a hypothetical market.

 

Pursuant to the requirements of the 1940 Act and in accordance with ASC 820, we value our portfolio securities at their current market values or, if market quotations are not readily available, at their estimates of fair values. Because our portfolio company investments generally do not have readily ascertainable market values, we record these investments at fair value in accordance with our Valuation Procedures adopted by the Board of Directors, which are consistent with ASC 820.  As permitted by the SEC, the Board of Directors has delegated the responsibility of making fair value determinations to the Valuation Committee, subject to the Board of Directors’ supervision and pursuant to our Valuation Procedures.  Our Board of Directors may also hire independent consultants to review our Valuation Procedures or to conduct an independent valuation of one or more of our portfolio investments.

 

Pursuant to our Valuation Procedures, the Valuation Committee (which is comprised of three Independent Directors) determines fair values of portfolio company investments on a quarterly basis (or more frequently, if deemed appropriate under the circumstances). In doing so, the Committee considers the recommendations of The Tokarz Group Advisers LLC (“TTG Advisers”).  The Committee also takes into account input and reviews by third party consultants retained to support the Company’s valuation process. The Company has also adopted several other enhanced processes related to valuations of controlled/affiliated portfolio companies.  Any changes in valuation are recorded in the consolidated statements of operations as “Net unrealized appreciation (depreciation) on investments.”

 

Currently, our NAV per share is calculated and published on a quarterly basis.  The Company calculates our NAV per share by subtracting all liabilities from the total value of our portfolio securities and other assets and dividing the result by the total number of outstanding shares of our common stock on the date of valuation.  Fair values of foreign investments reflect exchange rates, as applicable, in effect on the last business day of the quarter end.  Exchange rates fluctuate on a daily basis, sometimes significantly.  Exchange rate fluctuations following the most recent fiscal year end are not reflected in the valuations reported in this Annual Report.  See Item 1A Risk Factor, “Investments in foreign debt or equity may involve significant risks in addition to the risks inherent in U.S. investments.”

 

At October 31, 2017 and October 31, 2016, approximately 64.61% and 81.37%, respectively, of total assets represented investments in portfolio companies recorded at fair value (“Fair Value Investments”).

 

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Under most circumstances, at the time of acquisition, Fair Value Investments are carried at cost (absent the existence of conditions warranting, in management’s and the Valuation Committee’s view, a different initial value).  During the period that an investment is held by the Company, its original cost may cease to approximate fair value as the result of market and investment specific factors.  No pre-determined formula can be applied to determine fair value.  Rather, the Valuation Committee analyzes fair value measurements based on the value at which the securities of the portfolio company could be sold in an orderly disposition over a reasonable period of time between willing parties, other than in a forced or liquidation sale.  The liquidity event whereby the Company ultimately exits an investment is generally the sale, the merger, the recapitalization of a portfolio company or by a public offering of its securities.

 

There is no one methodology to determine fair value and, in fact, for any portfolio security, fair value may be expressed as a range of values, from which the Company derives a single estimate of fair value.  To determine the fair value of a portfolio security, the Valuation Committee analyzes the portfolio company’s financial results and projections, publicly traded comparable companies when available, comparable private transactions when available, precedent transactions in the market when available, third-party real estate and asset appraisals if appropriate and available, discounted cash flow analysis, if appropriate, as well as other factors.  The Company generally requires, where practicable, portfolio companies to provide annual audited and more regular unaudited financial statements, and/or annual projections for the upcoming fiscal year.

 

The fair value of our portfolio securities is inherently subjective. Because of the inherent uncertainty of fair valuation of portfolio securities and escrow receivables that do not have readily ascertainable market values, our estimate of fair value may significantly differ from the fair value that would have been used had a ready market existed for the securities. Such values also do not reflect brokers’ fees or other selling costs, which might become payable on disposition of such investments.

 

If a security is publicly traded, the fair value is generally equal to market value based on the closing price on the principal exchange on which the security is primarily traded unless restricted and a restricted discount is applied.

 

For equity securities of portfolio companies, whose securities are not publicly traded, the Valuation Committee estimates the fair value based on market and/or income approach with value then attributed to equity or equity like securities using the enterprise value waterfall (“Enterprise Value Waterfall”) valuation methodology.  Under the Enterprise Value Waterfall valuation methodology, the Valuation Committee estimates the enterprise fair value of the portfolio company and then waterfalls the enterprise value over the portfolio company’s securities in order of their preference relative to one another.  To assess the enterprise value of the portfolio company, the Valuation Committee weighs some or all of the traditional market valuation methods and factors based on the individual circumstances of the portfolio company in order to estimate the enterprise value.  The methodologies for performing assets may be based on, among other things:  valuations of comparable public companies, recent sales of private and public comparable companies, discounting the forecasted cash flows of the portfolio company, third party valuations of the portfolio company, considering offers from third parties to buy the company, estimating the value to potential strategic buyers and considering the value of recent investments in the equity securities of the portfolio company, and third-party asset and real estate appraisals.  For non-performing assets, the Valuation Committee may estimate the liquidation or collateral value of the portfolio

 

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company’s assets.  The Valuation Committee also takes into account historical and anticipated financial results.

 

The Company does not utilize hedge accounting and instead, when applicable, marks its derivatives to market on the Company’s consolidated statement of operations.

 

In assessing enterprise value, the Valuation Committee considers the mergers and acquisitions (“M&A”) market as the principal market in which the Company would sell its investments in portfolio companies under circumstances where the Company has the ability to control or gain control of the board of directors of the portfolio company (“Control Companies”).  This approach is consistent with the principal market that the Company would use for its portfolio companies if the Company has the ability to initiate a sale of the portfolio company as of the measurement date, i.e., if it has the ability to control or gain control of the board of directors of the portfolio company as of the measurement date.  In evaluating if the Company can control or gain control of a portfolio company as of the measurement date, the Company takes into account its equity securities on a fully diluted basis, as well as other factors.

 

For Non-Control Companies, consistent with ASC 820, the Valuation Committee considers a hypothetical secondary market as the principal market in which it would sell investments in those companies.  The Company also considers other valuation methodologies such as the Option Pricing Method and liquidity preferences when valuing minority equity positions of a portfolio company.

 

For loans and debt securities of Non-Control Companies (for which the Valuation Committee has identified the hypothetical secondary market as the principal market), the Valuation Committee determines fair value based on the assumptions that a hypothetical market participant would use to value the security in a current hypothetical sale using a market yield (“Market Yield”) valuation methodology.  In applying the Market Yield valuation methodology, the Valuation Committee determines the fair value based on such factors as third party broker quotes (if available) and market participant assumptions, including synthetic credit ratings, estimated remaining life, current market yield and interest rate spreads of similar securities as of the measurement date.

 

Estimates of average life are generally based on market data of the average life of similar debt securities.  However, if the Valuation Committee has information available to it that the debt security is expected to be repaid in the near term, the Valuation Committee would use an estimated life based on the expected repayment date.

 

The Valuation Committee determines fair value of loan and debt securities of Control Companies based on the estimate of the enterprise value of the portfolio company.  To the extent the enterprise value exceeds the remaining principal amount of the loan and all other debt securities of the company, the fair value of such securities is generally estimated to be their cost.  However, where the enterprise value is less than the remaining principal amount of the loan and all other debt securities, the Valuation Committee may discount the value of such securities to reflect an impairment.

 

For the Company’s or its subsidiary’s investment in the PE Fund, for which an indirect wholly-owned subsidiary of the Company serves as the general partner (the “GP”) of the PE Fund, the Valuation Committee relies on the GP’s determination of the fair value of the PE Fund which will be generally valued, as a practical expedient, utilizing the net asset valuations provided by the GP, which will be made:  (i) no less frequently than quarterly as of the Company’s fiscal quarter end and (ii) with respect to the valuation of PE Fund investments in portfolio companies, will be based on

 

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methodologies consistent with those set forth in the Company’s Valuation Procedures.  In making its determinations, the GP considers and generally relies on TTG Advisers’ recommendations.  The determination of the net asset value of the Company’s or its subsidiary’s investment in the PE Fund will follow the methodologies described for valuing interests in private investment funds (“Investment Vehicles”) described below.  Additionally, when both the Company and the PE Fund hold investments in the same portfolio company, the GP’s Fair Value determination shall be based on the Valuation Committee’s determination of the Fair Value of the Company’s portfolio security in that portfolio company.

 

As permitted under GAAP, the Company’s interests in private investment funds are generally valued, as a practical expedient, utilizing the net asset valuations provided by management of the underlying Investment Vehicles, without adjustment, unless TTG Advisers is aware of information indicating that a value reported does not accurately reflect the value of the Investment Vehicle, including any information showing that the valuation has not been calculated in a manner consistent with GAAP.  Net unrealized appreciation (depreciation) of such investments is recorded based on the Company’s proportionate share of the aggregate amount of appreciation (depreciation) recorded by each underlying Investment Vehicle.  The Company’s proportionate investment interest includes its share of interest and dividend income and expense, and realized and unrealized gains and losses on securities held by the underlying Investment Vehicles, net of operating expenses and fees.  Realized gains and losses on distributions from Investment Vehicles are generally recognized on a first in, first out basis.

 

The Company applies the practical expedient to interests in Investment Vehicles on an investment by investment basis, and consistently with respect to the Company’s entire interest in an investment.  The Company may adjust the valuation obtained from an Investment Vehicle with a premium, discount or reserve if it determines that the net asset value is not representative of fair value.

 

If the Company intends to sell all or a portion of its interest in an Investment Vehicle to a third-party in a privately negotiated transaction near the valuation date, the Company will consider offers from third parties to buy the interest in an Investment Vehicle in valuations which may be discounted for both probability of close and time.

 

When the Company receives nominal cost warrants or free equity securities (“nominal cost equity”) with a debt security, the Company typically allocates its cost basis in the investment between debt securities and nominal cost equity at the time of origination.  If the Company is not reimbursed for investment or transaction related costs at the time an investment is made, the Company typically capitalizes those costs to the cost basis of the investment.

 

Interest income, adjusted for amortization of premium and accretion of discount on a yield to maturity methodology, is recorded on an accrual basis to the extent that such amounts are expected to be collected.  Origination and/or closing fees associated with investments in portfolio companies are accreted into income over the respective terms of the applicable loans.  Upon the prepayment of a loan or debt security, any unamortized original issue discount or market discount is recorded as interest income. Prepayment premiums are recorded on loans when received as interest income. Dividend income, if any, is recognized on an accrual basis on the ex-dividend date to the extent that the Company expects to collect such amounts.

 

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For loans, debt securities, and preferred securities with contractual payment-in-kind interest or dividends, which represent contractual interest/dividends accrued and added to the loan balance or liquidation preference that generally becomes due at maturity, the Company will not ascribe value to payment-in-kind interest/dividends, if the portfolio company valuation indicates that the payment-in-kind interest is not collectible.  However, the Company may ascribe value to payment-in-kind interest if the health of the portfolio company and the underlying securities are not in question.  All payment-in-kind interest that has been added to the principal balance or capitalized is subject to ratification by the Valuation Committee.   For interest or deferred interest receivables purchased by the Company at a discount to their outstanding amount, the Company amortizes the discount using the effective yield method and records it as interest income over the life of the loan.  The Company will not ascribe value to the interest or deferred interest, if the Company has determined that the interest is not collectible.

 

Escrows from the sale of a portfolio company are generally valued at an amount, which may be expected to be received from the buyer under the escrow’s various conditions and discounted for both risk and time.

 

ASC 460, Guarantees, requires the Company to estimate the fair value of the guarantee obligation at its inception and requires the Company to assess whether a probable loss contingency exists in accordance with the requirements of ASC 450, Contingencies.  The Valuation Committee typically will look at the pricing of the security in which the guarantee provided support for the security and compare it to the price of a similar or hypothetical security without guarantee support.  The difference in pricing will be discounted for time and risk over the period in which the guarantee is expected to remain outstanding.

 

Investment Classification —As defined in the 1940 Act, “Control Investments” are investments in those companies that we are deemed to “Control.”  “Affiliate Investments” are investments in those companies that are “Affiliated Companies” of us, as defined in the 1940 Act, other than Control Investments.  “Non-Control/Non-Affiliate Investments” are those that are neither Control Investments nor Affiliate Investments.  Generally, under that 1940 Act, we are deemed to control a company in which we have invested if we own 25% or more of the voting securities of such company or have greater than 50% representation on its board.  We are deemed to be an affiliate of a company in which we have invested if we own 5% or more and less than 25% of the voting securities of such company.

 

Investment Transactions and Related Operating Income — Investment transactions and related revenues and expenses are accounted for on the trade date.  The cost of securities sold is determined on a first-in, first-out basis, unless otherwise specified.  Dividend income and distributions on investment securities is recorded on the ex-dividend date.  The tax characteristics of such distributions received from our Portfolio Companies will be determined by whether or not the distribution was made from the investment’s current taxable earnings and profits or accumulated taxable earnings and profits from prior years. Interest income, which includes accretion of discount and amortization of premium, if applicable, is recorded on the accrual basis to the extent that such amounts are expected to be collected.  Fee income includes fees for guarantees and services rendered by the Company or its wholly-owned subsidiary to Portfolio Companies and other third parties such as due diligence, structuring, transaction services, monitoring services, and investment advisory services. Guaranty fees are recognized as income over the related period of the guaranty. Due diligence, structuring, and transaction services fees are generally recognized as income when services are rendered or when the related transactions are completed. Monitoring and investment

 

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advisory services fees are generally recognized as income as the services are rendered.  Any fee income determined to be loan origination fees is accreted into income over the respective terms of the applicable loans and any original issue discount and market discount are capitalized and then amortized into income using the effective interest method. Upon the prepayment of a loan or debt security, any unamortized original issue discount or market discount is recorded as interest income.  For investments with PIK interest and dividends, we base income and dividend accrual on the valuation of the PIK notes or securities received from the borrower.  If the portfolio company indicates a value of the PIK notes or securities that is not sufficient to cover the contractual interest or dividend, the Company does not accrue interest or dividend income on the notes or securities.

 

The functional currency of the Company is the U.S. Dollar. Assets and liabilities denominated in a currency other than the U.S. Dollar are translated into U.S. Dollars at the closing rates of exchange on the date of determination. Purchases and sales of investments and income and expenses denominated in currencies other than U.S. Dollars are translated at the rates of exchange on the respective dates of the transactions. The resulting gains and losses from such currency translation are included in the Consolidated Statement of Operations. The Company does not isolate the portion of the results of operations resulting from the changes in foreign exchange rates on investments from the fluctuation arising from changes in fair values of securities held. Such fluctuations are included with the Net Realized and Unrealized Gain (Loss) on Investments and foreign currency in the Consolidated Statement of Operations.

 

Cash Equivalents - For the purpose of the Consolidated Balance Sheets and Consolidated Statements of Cash Flows, the Company considers all money market and all highly liquid temporary cash investments purchased with an original maturity of less than three months to be cash equivalents. The Company places its cash and cash equivalents with financial institutions and cash held in bank accounts may exceed the Federal Deposit Insurance Corporation (“FDIC”) insured limit.  As of October 31, 2017, the Company had approximately $1.0 million in cash equivalents, approximately $5.3 million in restricted cash and approximately $100.4 million in cash totaling approximately $106.7 million.  Of the $100.4 million in cash and cash equivalents, approximately $1.1 million was held by MVC Cayman.  As of October 31, 2016, the Company had approximately $395,000 in cash equivalents, approximately $10.8 million in restricted cash and approximately $9.8 million in cash totaling approximately $21.0 million.    Of the $9.8 million in cash, approximately $328,000 was held by MVC Turf and approximately $1.1 million was held by MVC Cayman.

 

Restricted Cash and Cash Equivalents - Cash and cash equivalent accounts that are not available to the Company for day—to-day use and are legally restricted are classified as restricted cash. Restricted cash and cash equivalents are carried at cost, which approximates fair value.  During the fiscal year ended October 31, 2016, the Company agreed to cash collateralize a $500,000 working capital line of credit for an entity partially owned by MVC Environmental and a $300,000 letter of credit for RuMe.  The Company also had restricted cash of $10.0 million related to the compensating balance for Credit Facility III.  During the fiscal year ended October 31, 2017, the cash collateral securing the MVC Environmental working capital line of credit was released and a new credit facility was entered into secured by a $1.0 million letter of credit.  The $1.0 million letter of credit for MVC Environmental is collateralized by the Company’s Credit Facility III.  The cash securing the $300,000 letter of credit for RuMe is classified as restricted cash on the Company’s Consolidated Balance Sheets as of October 31, 2017. Also as of October 31. 2017, the Company had restricted cash of $5.0 million related to the compensating balance for Credit Facility III, reduced from $10.0 million in fiscal year 2016.

 

Restricted Securities — The Company may invest in privately placed restricted securities.  These securities may be resold in transactions exempt from registration or to the public if the

 

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securities are registered.  Disposal of these securities may involve time-consuming negotiations and expense, and a prompt sale at an acceptable price may be difficult.

 

Reclassifications — Certain amounts from prior years have been reclassified to conform to the current year presentation.

 

Revision of Previously Issued Financial Statements related to Restricted Cash - During the fourth quarter of 2017, we corrected an error in our accounting for compensating balances associated with our revolving borrowing base Credit Facility III.  We have concluded the error was deemed immaterial as it did not impact, in any way, the reported net asset value of the Company. We determined that the compensating balance arrangement legally restricts the use of cash pledged under such arrangement.  We have corrected our consolidated balance sheet as of October 31, 2016 and cash flows from financing activities for the year ended October 31, 2016 to account for the adjustment between Cash and Restricted Cash in the amount of $10,000,000. The amount of the compensating balance decreased to $5,000,000 in June 2017 when certain liquidity thresholds were met. We have concluded that the error is immaterial to the annual consolidated financial statements, which were included in our Annual Report on Form 10-K for the year ended October 31, 2016, and our interim reports on Form 10-Q for the quarters ended January 31, 2017, April 30, 2017, and July 31, 2017. We have revised our consolidated financial statements as of October 31, 2016 and for the year then ended presented in this Annual Report on Form 10-K and will revise our previously issued financial statements to correct this error when the financial statements are presented in future periodic filings.   The compensating balance amounts were disclosed in the footnotes to the financial statements in all periods referenced above.   There were no borrowings outstanding on Credit Facility III at October 31, 2016 or October 31, 2017.

 

Distributions to Shareholders — Distributions to shareholders are recorded on the ex-dividend date.

 

Income Taxes — To be taxed as a regulated investment company (“RIC”), the Company is required (amongst other things) to distribute to its shareholders, in a timely manner, at least 90% of its investment company taxable income and 90% of its net tax-exempt income each year.  If the Company distributes, in a calendar year, at least 98% of its ordinary income and 98.2% of its capital gain net income for the one year period ending October 31st of such calendar year (as well as any undistributed amounts from previous years), it will not be liable for to the 4% non-deductible federal excise tax on certain undistributed income of RICs.

 

Our consolidated operating subsidiary, MVCFS, is subject to federal and state income tax.  We use the liability method in accounting for income taxes.  Deferred tax assets and liabilities are recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, using statutory tax rates in effect for the year in which the differences are expected to reverse.  A valuation allowance is provided against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized.

 

ASC 740, Income Taxes, provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions deemed to meet a “more-likely-than-not” threshold would be recorded as a tax benefit or expense in the current period. There were no uncertain tax positions as of October 31, 2017 that needed to be recorded or disclosed on the financial statements.  The Company recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the consolidated statement of operations. During the fiscal year ended October 31, 2017, the Company did not incur any interest or penalties.  Although we file federal and state tax returns, our major tax jurisdiction is federal for the Company and MVCFS.  The fiscal years 2014, 2015, 2016 and 2017 for the Company and MVCFS remain subject to examination by the federal, state and local tax authorities.

 

4.             Management

 

On November 6, 2003, Michael Tokarz assumed his positions as Chairman, Portfolio Manager and Director of the Company. From November 6, 2003 to October 31, 2006, the Company was internally managed.  Effective November 1, 2006, Mr. Tokarz’s employment agreement with the Company terminated and the obligations under that agreement were superseded by those under the Advisory Agreement entered into with TTG Advisers.  Under the terms of the Advisory Agreement, the Company pays TTG Advisers a base management fee and an incentive fee for its provision of investment advisory and management services.

 

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Our Board of Directors, including all of the Independent Directors, last approved a renewal of the Advisory Agreement at their in-person meeting held on October 28, 2016.

 

Under the terms of the Advisory Agreement, TTG Advisers determines, consistent with the Company’s investment strategy, the composition of the Company’s portfolio, the nature and timing of the changes to the Company’s portfolio and the manner of implementing such changes.  TTG Advisers also identifies and negotiates the structure of the Company’s investments (including performing due diligence on prospective Portfolio Companies), closes and monitors the Company’s investments, determines the securities and other assets purchased, retains or sells and oversees the administration, recordkeeping and compliance functions of the Company and/or third parties performing such functions for the Company.  TTG Advisers’ services under the Advisory Agreement are not exclusive, and it may furnish similar services to other entities.  Pursuant to the Advisory Agreement, the Company is required to pay TTG Advisers a fee for investment advisory and management services consisting of two components—a base management fee and an incentive fee.  The base management fee is calculated at 2.0% per annum of the Company’s total assets excluding cash, the value of any investment in a Third-Party Vehicle covered by a Separate Agreement (as defined in the Advisory Agreement) and the value of any investment by the Company not made in portfolio companies (“Non-Eligible Assets”) but including assets purchased with borrowed funds that are not Non-Eligible Assets.  The incentive fee consists of two parts: (i) one part is based on our pre-incentive fee net operating income; and (ii) the other part is based on the capital gains realized on our portfolio of securities acquired after November 1, 2003.

 

The Advisory Agreement provides for an expense cap pursuant to which TTG Advisers will absorb or reimburse operating expenses of the Company, to the extent necessary to limit the Company’s expense ratio (the consolidated expenses of the Company, including any amounts payable to TTG Advisers under the base management fee, but excluding the amount of any interest and other direct borrowing costs, taxes, incentive compensation and extraordinary expenses taken as a percentage of the Company’s average net assets) to 3.5% in each of the 2009 and 2010 fiscal years.

 

On various dates, TTG Advisers and the Company entered into annual agreements to extend the expense cap of 3.5% to the 2011, 2012, 2013 and 2014 fiscal years (“Expense Limitation Agreement”).  The Company and the Adviser agreed to continue the expense cap into fiscal year 2015 and fiscal year 2016, though they lowered the expense cap to 3.25% and modified the methodology so that the cap is applied to limit the Company’s ratio of expenses to total assets less cash (the “Modified Methodology”), consistent with the asset level used to calculate the base management fee. (The expenses covered by the cap remain unchanged.)  On October 28, 2016, the Board of Directors, including all of the Independent Directors, approved the renewal of the Advisory Agreement for the 2017 fiscal year. Further, the Adviser agreed to continue to waive a portion of the base management fee so that it is reduced to 1.50% for fiscal year 2017. In March 2016, the Adviser agreed to modify its prior agreement to waive, effective November 1, 2015, the first $1.0 million of capital gains incentive fee due under the Advisory Agreement, such that the $1.0 million waiver of incentive fee would be applied to any incentive fee due under the agreement, whether it is a capital gains incentive fee or net operating income incentive fee.  Furthermore, the Company and the Adviser, similar to fiscal year 2016, agreed on an expense cap for fiscal year 2017 of 3.25% under the Modified Methodology.  For fiscal year 2018, the Adviser has agreed to continue the 3.25% expense cap under the Modified Methodology. The amount of any payments made by the GP of the PE Fund to TTG Advisers pursuant to the Portfolio Management Agreement between the GP and TTG Advisers respecting the PE Fund continues to be excluded from the

 

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calculation of the Company’s expense ratio under the Expense Limitation Agreement.  In addition, for fiscal years 2010 through 2017, TTG Advisers voluntarily agreed to extend the Voluntary Waiver.  TTG Advisers also voluntarily agreed that any assets of the Company that are invested in exchange-traded funds would not be taken into account in the calculation of the base management fee due to TTG Advisers under the Advisory Agreement.  As of October 31, 2017, the Company did not have an investment in an exchange traded fund.    In addition, the Adviser has agreed, effective November 1, 2017, to a revised management fee structure that ties management fees to the NAV discount3 as follows: (A) If the Company’s NAV discount is greater than 20%, the management fee for the current quarter is reduced to 1.25%; (B) If the NAV discount is between 10% and 20%, the management fee will be 1.50%; and (C) If the NAV discount is less than 10% or eliminated, the 1.50% management fee would be re-examined, but in no event would it exceed 1.75%.

 

On October 29, 2010, through MVC Partners and MVCFS, the Company committed to invest approximately $20.1 million in the PE Fund.  The PE Fund has closed on approximately $104 million of capital commitments.  The Company’s Board of Directors authorized the establishment of, and investment in, the PE Fund for a variety of reasons, including the Company’s ability to make additional investments that represent more than 5% of its total assets or more than 10% of the outstanding voting securities of the issuer (“Non-Diversified Investments”) through the PE Fund. As previously disclosed, the Company is restricted in its ability to make Non-Diversified Investments.  For services provided to the PE Fund, the GP and MVC Partners are together entitled to receive 25% of all management fees and other fees paid by the PE Fund and its portfolio companies and up to 30% of the carried interest generated by the PE Fund.  Further, at the direction of the Board of Directors, the GP retained TTG Advisers to serve as the portfolio manager of the PE Fund.  In exchange for providing those services, and pursuant to the Board of Directors’ authorization and direction, TTG Advisers is entitled to receive the balance of the fees generated by the PE Fund and its portfolio companies and a portion of any carried interest generated by the PE Fund.  Given this separate arrangement with the GP and the PE Fund (the “PM Agreement”), under the terms of the Company’s Advisory Agreement with TTG Advisers, TTG Advisers is not entitled to receive from the Company a management fee or an incentive fee on assets of the Company that are invested in the PE Fund. However, the Company’s limited partnership interest and GP interest in the PE Fund are subject to the PE Fund’s annual management fee, a portion of which, as described above, is retained by the Company and not paid out to TTG Advisers as portfolio manager of the PE Fund.  During the fiscal year ended October 31, 2012 and thereafter, MVC Partners was consolidated with the operations of the Company as MVC Partners’ limited partnership interest in the PE Fund is a substantial portion of MVC Partners operations.  Previously, MVC Partners was presented as a Portfolio Company on the Consolidated Schedules of Investments.  The consolidation of MVC Partners has not had any material effect on the financial position or net results of operations of the Company.  There are additional disclosures resulting from this consolidation.

 

Management and portfolio fees (e.g., closing or monitoring fees) generated by the PE Fund (including its portfolio companies) that are paid to the GP are classified on the Consolidated Statements of Operations as Management fee income - Asset Management and Portfolio fee income - Asset Management, respectively.  The portion of such fees that the GP pays to TTG Advisers (in

 


3  All NAV discount calculations are arrived at by taking the average daily discount to NAV for a quarter (i.e., the discount to the most recently determined NAV per share at which the Company stock price closes on any given day for the quarter based on the prior fiscal quarter’s NAV per share).

 

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accordance with its PM Agreement described above) are classified on the Consolidated Statements of Operations as Management fee - Asset Management and Portfolio fees - Asset Management.  Under the PE Fund’s agreements, a significant portion of the portfolio fees that are paid by the PE Fund’s portfolio companies to the GP and TTG Advisers is subject to recoupment by the PE Fund in the form of an offset to future management fees paid by the PE Fund.

 

5.             Incentive Compensation

 

Effective November 1, 2006, Mr. Tokarz’s employment agreement with the Company terminated and the obligations under Mr. Tokarz’s agreement were superseded by those under the Advisory Agreement entered into with TTG Advisers.  Pursuant to the Advisory Agreement, the Company pays an incentive fee to TTG Advisers which is generally: (i) 20% of pre-incentive fee net operating income and (ii) 20% of cumulative aggregate net realized capital gains less aggregate unrealized depreciation (on our portfolio securities acquired after November 1, 2003).  TTG Advisers is entitled to an incentive fee with respect to our pre-incentive fee net operating income in each fiscal quarter as follows:  no incentive fee in any fiscal quarter in which our pre-incentive fee net operating income does not exceed the lower hurdle rate of 1.75% of net assets, 100% of our pre-incentive fee net operating income with respect to that portion of such pre-incentive fee net operating income, if any, that exceeds the lower hurdle amount but is less than 2.1875% of net assets in any fiscal quarter and 20% of the amount of our pre-incentive fee net operating income, if any, that exceeds 2.1875% of net assets in any fiscal quarter.  Under the Advisory Agreement, the accrual of the provision for incentive compensation for net realized capital gains is consistent with the accrual that was required under the employment agreement with Mr. Tokarz.

 

At October 31, 2014, the provision for estimated incentive compensation was approximately $14.7 million. During the fiscal year ended October 31, 2015, the provision for incentive compensation was decreased by a net amount of approximately $9.7 million to approximately $5.0 million.  The net decrease in the provision for incentive compensation during the fiscal year ended October 31, 2015 primarily reflects the Valuation Committee’s determination to decrease the fair values of sixteen of the Company’s portfolio investments (Custom Alloy, NPWT, BAC, SIA Tekers Invest (“Tekers”), PrePaid Legal, Centile, Biovation, Inland, MVC Automotive, Ohio Medical, SGDA Europe, Security Holdings, JSC Tekers, Morey’s, Velocitius and Equus) by a total of approximately $58.2 million.  The net decrease in the provision also reflects the Valuation Committee’s determination to increase the fair values of five of the Company’s portfolio investments (Turf, RuMe, Biogenic, Advantage Insurance and SCSD) by a total of approximately $4.3 million.  The Valuation Committee also increased the fair value of the Ohio Medical series C convertible preferred stock by approximately $4.7 million due to a PIK distribution, which was treated as a return of capital.  For the fiscal year ended October 31, 2015, no incentive compensation was paid.  On July 5, 2017 and as discussed in “Realized Gains and Losses on Portfolio Securities,” the Company realized a gain of $115.9 million from the sale of U.S. Gas (the U.S. Gas Sale”). Under the Advisory Agreement, this transaction triggered an incentive compensation payment obligation to TTG Advisers, which payment, under the Advisory Agreement, is not required to be made until soon after the completion of the audit of the fiscal 2017 financials in this Report. The fiscal 2017 incentive fee payment obligation to TTG Advisers is approximately $4.4 million. The Adviser has voluntarily agreed to defer the timing for collection of the portion of this payment obligation attributable to the portions of the proceeds of the U.S. Gas Sale not represented by cash proceeds (the “Deferred Portion”).  There has not been a definitive determination as to the timing of the ultimate collection of the Deferred Portion.  Also, for the fiscal

 

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year ended October 31, 2015, no provision was recorded for the net operating income portion of the incentive fee as pre-incentive fee net operating income did not exceed the hurdle rate.

 

At October 31, 2015, the provision for estimated incentive compensation was approximately $5.0 million.  During the fiscal year ended October 31, 2016, this provision for incentive compensation was decreased by a net amount of approximately $3.0 million to approximately $1.9 million, including both the net operating income portion of the incentive fee and the capitals gains portion of the incentive fee.  The net decrease in the provision for incentive compensation during the fiscal year ended October 31, 2016 primarily reflects the Valuation Committee’s determination to decrease the fair values of sixteen of the Company’s portfolio investments (Custom Alloy, MVC Automotive, Security Holdings, SGDA Europe, Tekers, Turf, JSC Tekers, RuMe, BAC, Biogenics, Morey’s, Ohio Medical, Equus, Legal Solutions, MVC Environmental and Initials by a total of approximately $32.0 million.  The net decrease in the provision also reflects the Valuation Committee’s determination to increase the fair values of ten of the Company’s portfolio investments (NPWT, Centile, SCSD, Agri-Carriers, RX, U.S. Gas, Advantage, Thunderdome, U.S. Tech and Vestal) by a total of approximately $8.5 million.  For the fiscal year ended October 31, 2016, no incentive compensation was paid.  For the quarter ended April 30, 2016, a $2.1 million provision was recorded for the net operating income portion of the incentive fee as pre-incentive fee net operating income exceeded the hurdle rate.  In March 2016, the Adviser agreed to modify its prior agreement to waive, effective November 1, 2015, the first $1.0 million of capital gains incentive fee due under the Advisory Agreement, such that the $1.0 million waiver of incentive fee would be applied to any incentive fee due under the agreement, whether it is a capital gains incentive fee or net operating income incentive fee.  As such, a $1.0 million incentive fee waiver was recorded during the quarter ended April 30, 2016 resulting in a net $1.1 million provision being recorded for the net operating income portion of the incentive fee.  Also, for the quarter ended October 31, 2016, no provision was recorded for the net operating income portion of the incentive fee as pre-incentive fee net operating income for the quarter did not exceed the hurdle rate.

 

At October 31, 2016, the provision for estimated incentive compensation was approximately $1.9 million.  During the fiscal year ended October 31, 2017, this provision for incentive compensation was increased by a net amount of approximately $4.5 million to approximately $6.4 million, including both the pre-incentive fee net operating income and the capitals gains incentive fee.  The net increase in the provision for incentive compensation during the fiscal year ended October 31, 2017, primarily reflects the realized gain from the sale of U.S. Gas above the October 31, 2016 fair value which was partially offset by the realized loss on the sale of SGDA Europe and also reflects the Valuation Committee’s determination to increase the fair values of twelve of the Company’s portfolio investments (Advantage, Centile, Custom Alloy, Dukane, JSC Tekers, Legal Solutions, Morey’s, MVC Automotive, Pride, Quantum, U.S. Tech and Equus) by a total of approximately $14.1 million. The net increase in the provision also reflects the Valuation Committee’s determination to decrease the fair values of eleven of the Company’s portfolio investments (BAC, HTI, Initials, MVC Environmental, RuMe, Turf, SCSD, Vestal, Security Holdings, SGDA Europe and Crius) by a total of approximately $14.5 million.  During the fiscal year ended October 31, 2017, the Company paid the Adviser the previously accrued $1.1 million incentive fee payment related to the net operating income for the quarter ended April 30, 2016.  Also, for the quarter ended October 31, 2017, no provision was recorded for the net operating income portion of the incentive fee as pre-incentive fee net operating income for the quarter did not exceed the hurdle rate.

 

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6.             Dividends and Distributions to Shareholders

 

As a RIC, the Company is required to distribute to its shareholders, in a timely manner, at least 90% of its investment company taxable income and tax-exempt income each year.  The Company did meet this requirement for the fiscal years ended October 31, 2016 and October 31, 2015.  If the Company distributes, in a calendar year, at least 98% of its income and 98.2% of its capital gains of such calendar year (as well as any portion of the respective 2% balances not distributed in the previous year), it will not be subject to the 4% non-deductible federal excise tax on certain undistributed income of RICs.

 

Dividends and capital gain distributions, if any, are recorded on the ex-dividend date.  Dividends and capital gain distributions are generally declared and paid quarterly according to the Company’s policy established on July 11, 2005. An additional distribution may be paid by the Company to avoid imposition of federal income tax on any remaining undistributed net investment income and capital gains. Distributions can be made payable by the Company either in the form of a cash distribution or a stock dividend.  The amount and character of income and capital gain distributions are determined in accordance with income tax regulations which may differ from U.S. generally accepted accounting principles. These differences are due primarily to differing treatments of income and gain on various investment securities held by the Company, differing treatments of expenses paid by the Company, timing differences and differing characterizations of distributions made by the Company.  Key examples of the primary differences in expenses paid are the accounting treatment of MVCFS (which is consolidated for GAAP purposes, but not income tax purposes) and the variation in treatment of incentive compensation expense.  Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications and may affect the allocation between net operating income, net realized gain (loss) and paid-in capital.

 

All of our shareholders who hold shares of common stock in their own name will automatically be enrolled in our dividend reinvestment plan (the “Plan”). All such shareholders will have any cash dividends and distributions automatically reinvested by the Plan Agent in additional shares of our common stock. Of course, any shareholder may elect to receive his or her dividends and distributions in cash. Currently, the Company has a policy of seeking to pay quarterly dividends to shareholders. For any of our shares that are held by banks, brokers or other entities that hold our shares as nominees for individual shareholders, the Plan Agent will administer the Plan on the basis of the number of shares certified by any nominee as being registered for shareholders that have not elected to receive dividends and distributions in cash. To receive your dividends and distributions in cash, shareholders must notify the Plan Agent, broker or other entity that holds the shares.

 

For the Fiscal Year Ended October 31, 2017

 

On December 20, 2016, the Company’s Board of Directors declared a dividend of $0.135 per share.  The dividend was paid on January 6, 2017 to shareholders of record on December 30, 2016 and totaled approximately $3.0 million.

 

During the quarter ended January 31, 2017, as part of the Company’s dividend reinvestment plan for our common stockholders, the Plan Agent purchased 7,676 shares of our common stock at an average price of $8.56, including commission, in the open market in order to satisfy the reinvestment portion of our dividends under the Plan.

 

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On April 13, 2017, the Company’s Board of Directors declared a dividend of $0.135 per share.  The dividend was paid on April 28, 2017 to shareholders of record on April 24, 2017 and totaled approximately $3.0 million.

 

During the quarter ended April 30, 2017, as part of the Company’s dividend reinvestment plan for our common stockholders, the Plan Agent purchased 7,451 shares of our common stock at an average price of $9.01, including commission, in the open market in order to satisfy the reinvestment portion of our dividends under the Plan.

 

On July 14, 2017, the Company’s Board of Directors declared a dividend of $0.135 per share.  The dividend was paid on July 31, 2017 to shareholders of record on July 24, 2017 and totaled approximately $3.0 million.

 

During the quarter ended July 31, 2017, as part of the Company’s dividend reinvestment plan for our common stockholders, the Plan Agent purchased 6,597 shares of our common stock at an average price of $10.32, including commission, in the open market in order to satisfy the reinvestment portion of our dividends under the Plan.

 

On October 10, 2017, the Company’s Board of Directors declared a dividend of $0.15 per share.  The dividend was paid on October 31, 2017 to shareholders of record on October 24, 2017 and totaled approximately $3.2 million.

 

During the quarter ended October 31, 2017, as part of the Company’s dividend reinvestment plan for our common stockholders, the Plan Agent purchased 7,611 shares of our common stock at an average price of $10.80, including commission, in the open market in order to satisfy the reinvestment portion of our dividends under the Plan.

 

For the Fiscal Year Ended October 31, 2016

 

On December 21, 2015, the Company’s Board of Directors declared a dividend of $0.135 per share.  Additionally, due to the realization of capital gains, the Company’s Board of Directors declared a special dividend of $0.17 per share.  The dividends were paid on January 8, 2016 to shareholders of record on December 31, 2015 and totaled approximately $6.9 million.

 

During the quarter ended January 31, 2016, as part of the Company’s dividend reinvestment plan for our common stockholders, the Plan Agent purchased 17,843 shares of our common stock at an average price of $7.65, including commission, in the open market in order to satisfy the reinvestment portion of our dividends under the Plan.

 

On April 15, 2016, the Company’s Board of Directors declared a dividend of $0.135 per share.  The dividend was paid on April 29, 2016 to shareholders of record on April 25, 2016 and totaled approximately $3.1 million.

 

During the quarter ended April 30, 2016, as part of the Company’s dividend reinvestment plan for our common stockholders, the Plan Agent purchased 8,337 shares of our common stock at an average price of $7.55, including commission, in the open market in order to satisfy the reinvestment portion of our dividends under the Plan.

 

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On July 15, 2016, the Company’s Board of Directors declared a dividend of $0.135 per share.  The dividend was paid on July 29, 2016 to shareholders of record on July 25, 2016 and totaled approximately $3.1 million.

 

During the quarter ended July 31, 2016, as part of the Company’s dividend reinvestment plan for our common stockholders, the Plan Agent purchased 7,915 shares of our common stock at an average price of $8.09, including commission, in the open market in order to satisfy the reinvestment portion of our dividends under the Plan.

 

On October 14, 2016, the Company’s Board of Directors declared a dividend of $0.135 per share.  The dividend was paid on October 31, 2016 to shareholders of record on October 24, 2016 and totaled approximately $3.0 million.

 

During the quarter ended October 31, 2016, as part of the Company’s dividend reinvestment plan for our common stockholders, the Plan Agent purchased 7,642 shares of our common stock at an average price of $8.51, including commission, in the open market in order to satisfy the reinvestment portion of our dividends under the Plan.

 

For the Fiscal Year Ended October 31, 2015

 

On December 19, 2014, the Company’s Board of Directors declared a dividend of $0.135 per share.  The dividend was paid on January 7, 2015 to shareholders of record on December 31, 2014 and amounted to $3,064,881.

 

During the quarter ended January 31, 2015, as part of the Company’s dividend reinvestment plan for our common stockholders, the Plan Agent purchased 5,647 shares of our common stock at an average price of $10.14, including commission, in the open market in order to satisfy the reinvestment portion of our dividends under the Plan.

 

On April 17, 2015, the Company’s Board of Directors declared a dividend of $0.135 per share.  The dividend was paid on April 30, 2015 to shareholders of record on April 27, 2015 and amounted to $3,064,881.

 

During the quarter ended April 30, 2015, as part of the Company’s dividend reinvestment plan for our common stockholders, the Plan Agent purchased 5,855 shares of our common stock at an average price of $9.92, including commission, in the open market in order to satisfy the reinvestment portion of our dividends under the Plan.

 

On July 17, 2015, the Company’s Board of Directors declared a dividend of $0.135 per share.  The dividend was paid on July 31, 2015 to shareholders of record on July 27, 2015 and amounted to $3,064,881.

 

During the quarter ended July 31, 2015, as part of the Company’s dividend reinvestment plan for our common stockholders, the Plan Agent purchased 6,141 shares of our common stock at an average price of $9.55, including commission, in the open market in order to satisfy the reinvestment portion of our dividends under the Plan.

 

On October 16, 2015, the Company’s Board of Directors declared a dividend of $0.135 per share.  The dividend was paid on October 30, 2015 to shareholders of record on October 26, 2015 and amounted to $3,064,881.

 

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During the quarter ended October 31, 2015, as part of the Company’s dividend reinvestment plan for our common stockholders, the Plan Agent purchased 7,140 shares of our common stock at an average price of $8.33, including commission, in the open market in order to satisfy the reinvestment portion of our dividends under the Plan.

 

7.             Transactions with Other Parties

 

The Company has procedures in place for the review, approval and monitoring of transactions involving the Company and certain persons related to the Company.  For example, the Company has a Code of Ethics that generally prohibits, among others, any officer or director of the Company from engaging in any transaction where there is a conflict between such individual’s personal interest and the interests of the Company.  As a business development company, the 1940 Act also imposes regulatory restrictions on the Company’s ability to engage in certain related-party transactions.  However, the Company is permitted to co-invest in certain portfolio companies with its affiliates to the extent consistent with applicable law or regulation and, if necessary, subject to specified conditions set forth in an exemptive order obtained from the SEC.  On August 28, 2017, the Company received an exemptive order from the SEC (the “Order”) that allows it to co-invest, subject to certain conditions, with certain affiliated private funds in first lien, second lien, mezzanine, structured debt and structured equity investments in small and middle market businesses and to undertake certain “follow-on” investments in companies in which the Fund has already co-invested pursuant to the order. The Adviser has formed the TTGA C-I LP (the “Private Fund”) & TTGA MMF LP funds, which were co-applicants for the granted exemptive relief.  During fiscal year ended October 31, 2017, there were no investments made related to this exemption.  See “Subsequent Events” for more information.  As a matter of policy, our Board has required that any related-party transaction (as defined in Item 404 of Regulation S-K) must be subject to the advance consideration and approval of the Independent Directors, in accordance with applicable procedures set forth in Section 57(f) of the 1940 Act.

 

The Company has receivables from portfolio companies for costs incurred by the Company related to its monitoring activities, which are expected to be collected and amounted to approximately $417,000 for 2017 and approximately $1.1 million for 2016.  The Company also pays TTG Advisers for costs incurred by TTG Advisers associated with monitoring activities related to the Company’s portfolio companies in accordance with the Advisory Agreement.

 

The principal equity owner of TTG Advisers is Mr. Tokarz, our Chairman.  Our senior officers and Mr. Holtsberg, a Director of the Company, have other financial interests in TTG Advisers (i.e., based on TTG Advisers’ performance).  In addition, our officers and the officers and employees of TTG Advisers may serve as officers, directors or principals of entities that operate in the same or related line of business as we do or of investment funds managed by TTG Advisers or our affiliates.  However, TTG Advisers intends to allocate investment opportunities in a fair and equitable manner.  Our Board of Directors has approved a specific policy in this regard that is set forth in this Form 10-K.

 

8.             Concentration of Market and Credit Risk

 

Financial instruments that subjected the Company to concentrations of market risk consisted principally of equity investments, subordinated notes, debt instruments and escrow receivables (other than cash equivalents), which collectively represented approximately 72.69% and 85.41% of the Company’s total assets at October 31, 2017 and October 31, 2016, respectively. As discussed in Note 9, these investments consist of securities in companies with no readily determinable market values and as such are valued in accordance with the Company’s fair value policies and procedures. The Company’s investment strategy represents a high degree of business and financial risk due to the fact that the Company’s portfolio investments (other than cash equivalents) are generally illiquid, in small and middle market companies, and include foreign investments (which subject the Company to additional risks such as currency, geographic, demographic and operational risks),

 

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entities with little operating history or entities that possess operations in new or developing industries. These investments, should they become publicly traded, would generally be (i) subject to restrictions on resale, if they were acquired from the issuer in private placement transactions; and (ii) susceptible to market risk.  Additionally, we are classified as a non-diversified investment company within the meaning of the 1940 Act, and therefore may invest a significant portion of our assets in a relatively small number of portfolio companies, which gives rise to a risk of significant loss should the performance or financial condition of one or more portfolio companies deteriorate.  As of October 31, 2017, the fair value of our largest investment, Crius, including its wholly-owned indirect subsidiary U.S. Gas, comprised 15.3% of our total assets and 22.0% of our net assets.  The Company’s investments in short-term securities are generally in U.S. government securities, with a maturity of greater than three months but generally less than one year or other high quality and highly liquid investments.  The Company considers all money market and other cash investments purchased with an original maturity of less than three months to be cash equivalents.

 

The following table shows the portfolio composition by industry grouping at fair value as a percentage of net assets as of October 31, 2017 and October 31, 2016.

 

 

 

October 31, 2017

 

October 31, 2016

 

Energy Services

 

22.02

%

35.83

%

Electrical Engineering

 

12.92

%

12.47

%

Automotive Dealerships

 

7.96

%

5.60

%

Manufacturer of Pipe Fittings

 

7.69

%

7.42

%

Private Equity

 

6.53

%

9.23

%

Food Services

 

6.37

%

5.43

%

Consumer Products

 

5.13

%

5.28

%

Business Services

 

4.14

%

3.90

%

Regulated Investment Company

 

3.88

%

2.97

%

Electronics Component Manufacturing

 

3.49

%

3.46

%

Software

 

3.28

%

2.75

%

Insurance

 

3.19

%

2.97

%

Distributor - Landscaping and Irrigation Equipment

 

2.71

%

2.77

%

Welding Equipment Manufacturer

 

2.62

%

2.53

%

Specialty Chemicals

 

2.52

%

2.91

%

Environmental Services

 

2.17

%

3.33

%

Electronics Manufacturing and Repair

 

1.99

%

1.81

%

Technology Investment - Financial Services

 

1.93

%

2.12

%

Government Services

 

1.75

%

0.00

%

Real Estate Management

 

1.50

%

1.33

%

Iron Foundries

 

0.88

%

2.75

%

Manufacturer of Plastics Parts

 

0.00

%

3.60

%

Renewable Energy

 

0.00

%

5.42

%

Manufacturer of Equipment Components

 

0.00

%

1.83

%

Restaurants

 

0.00

%

1.08

%

Manufacturer of Laminate Material and Composites

 

0.00

%

0.03

%

Port Facilities

 

0.00

%

0.00

%

 

 

104.67

%

128.82

%

 

The Company is classified as a non-diversified investment company within the meaning of the 1940 Act, and therefore we may invest a significant portion of our assets in a relatively small

 

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number of portfolio companies in a limited number of industries.  Beyond the asset diversification requirements associated with our qualification as a RIC, we do not have fixed guidelines for diversification, and while we are not targeting any specific industries, relatively few industries may continue to be significantly represented among our investments.  To the extent that we have large positions in the securities of a small number of portfolio companies, we are subject to an increased risk of significant loss should the performance or financial condition of these portfolio companies or their respective industries deteriorate.  We may also be more susceptible to any single economic or regulatory occurrence as a result of holding large positions in a small number of portfolio companies.

 

9.             Portfolio Investments

 

Pursuant to the requirements of the 1940 Act and ASC 820, we value our portfolio securities at their current market values or, if market quotations are not readily available, at their estimates of fair values. Because our portfolio company investments generally do not have readily ascertainable market values, we record these investments at fair value in accordance with Valuation Procedures adopted by our Board of Directors.  As permitted by the SEC, the Board of Directors has delegated the responsibility of making fair value determinations to the Valuation Committee, subject to the Board of Directors’ supervision and pursuant to our Valuation Procedures.

 

The levels of fair value inputs used to measure our investments are characterized in accordance with the fair value hierarchy established by ASC 820. Where inputs for an asset or liability fall in more than one level in the fair value hierarchy, the investment is classified in its entirety based on the lowest level input that is significant to that investment’s fair value measurement. We use judgment and consider factors specific to the investment in determining the significance of an input to a fair value measurement. The three levels of the fair value hierarchy and investments that fall into each of the levels are described below:

 

·                  Level 1: Level 1 inputs are unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. We use Level 1 inputs for investments in publicly traded unrestricted securities for which we do not have a controlling interest. Such investments are valued at the closing price on the measurement date.  We valued two of our investments using Level 1 inputs as of October 31, 2017.

 

·                  Level 2: Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly or other inputs that are observable or can be corroborated by observable market data. Additionally, the Company’s interests in Investment Vehicles that can be withdrawn by the Company at the net asset value reported by such Investment Vehicle as of the measurement date, or within six months of the measurement date, are generally categorized as Level 2 investments.  We did not have a Level 2 investment as of October 31, 2017.  We valued our U.S. Treasury obligations using Level 2 inputs as of October 31, 2016.

 

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·      Level 3: Level 3 inputs are unobservable and cannot be corroborated by observable market data. Additionally, included in Level 3 are the Company’s interests in Investment Vehicles from which the Company cannot withdraw at the net asset value reported by such Investment Vehicles as of the measurement date, or within six months of the measurement date.  We use Level 3 inputs for measuring the fair value of substantially all of our investments. See Note 3 “Significant Accounting Policies” for the investment valuation policies used to determine the fair value of these investments.

 

As noted above, the interests in Investment Vehicles are included in Level 2 or 3 of the fair value hierarchy.  In determining the appropriate level, the Company considers the length of time until the investment is redeemable, including notice and lock-up periods and any other restriction on the disposition of the investment.  The Company also considers the nature of the portfolios of the underlying Investment Vehicles and such vehicles’ ability to liquidate their investment.

 

The following fair value hierarchy table sets forth our investment portfolio by level as of October 31, 2017 and 2016 (in thousands):

 

 

 

October 31, 2017

 

 

 

Level 1

 

Level 2

 

Level 3

 

Investment
measured at
NAV

 

Total

 

Senior/Subordinated Loans and credit facilities

 

$

 

$

 

$

153,271

 

$

 

$

153,271

 

Common Stock

 

31,869

 

 

5,937

 

 

37,806

 

Preferred Stock

 

 

 

25,725

 

 

25,725

 

Warrants

 

 

 

1,403

 

 

1,403

 

Common Equity Interest

 

 

 

56,068

 

 

56,068

 

LP Interest of the PE Fund

 

 

 

 

17,805

 

17,805

 

GP Interest of the PE Fund

 

 

 

 

448

 

448

 

Guarantees and letters of credit

 

 

 

(551

)

 

(551

)

Total

 

$

31,869

 

$

 

$

241,853

 

$

18,253

 

$

291,975

 

 

 

 

October 31, 2016

 

 

 

Level 1

 

Level 2

 

Level 3

 

Investment
measured at
NAV

 

Total

 

Senior/Subordinated Loans and credit facilities

 

$

 

$

 

$

141,893

 

$

 

$

141,893

 

Common Stock

 

8,311

 

 

9,524

 

 

17,835

 

Preferred Stock

 

 

 

115,195

 

 

115,195

 

Warrants

 

 

 

1,886

 

 

1,886

 

Common Equity Interest

 

 

 

53,811

 

 

53,811

 

LP Interest of the PE Fund

 

 

 

 

25,167

 

25,167

 

GP Interest of the PE Fund

 

 

 

 

631

 

631

 

LLC Interest

 

 

 

3,992

 

 

3,992

 

Guarantee

 

 

 

(291

)

 

(291

)

Escrow Receivable

 

 

 

9,152

 

 

9,152

 

Short-term investments

 

 

34,992

 

 

 

34,992

 

Total Investments, net

 

$

8,311

 

$

34,992

 

$

335,162

 

$

25,798

 

$

404,263

 

 

A review of fair value hierarchy classifications is conducted on a quarterly basis.  Changes in the observability of valuation inputs may result in a reclassification for certain financial assets or liabilities.  Reclassifications impacting Level 3 of the fair value hierarchy are reported as transfers

 

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in/out of the Level 3 category as of the beginning of the period in which the reclassifications occur.  During the fiscal year ended October 31, 2017 and October 31, 2016, there were no transfers in and out of Level 1 or 2.

 

The following tables set forth a summary of changes in the fair value of investment assets and liabilities measured using Level 3 inputs for the fiscal years ended October 31, 2017 and October 31, 2016 (in thousands):

 

 

 

Balances,
November 1,
2016

 

Realized Gains
(Losses) (1)

 

Reversal of Prior
Period
(Appreciation)
Depreciation on
Realization (2)

 

Unrealized
Appreciation
(Depreciation)
(3)

 

Purchases (4)

 

Sales (5)

 

Transfers In &
Out of Level 3

 

Balances,
October 31,
2017

 

Total Loss for the Year
Included in Earnings
Attibutable to the Change
in Unrealized Appreciation
(Depreciation) on
Investments held as of
October 31, 2017

 

Senior/Subordinated Loans and credit facilities

 

$

141,893

 

$

(28

)

$

497

 

$

1,374

 

$

58,736

 

$

(49,201

)

$

 

$

153,271

 

$

899

 

Common Stock

 

9,524

 

(6,398

)

6,408

 

(3,023

)

59

 

(633

)

 

5,937

 

(2,914

)

Preferred Stock

 

115,195

 

110,874

 

(85,161

)

(103

)

 

(115,080

)

 

25,725

 

(103

)

Warrants

 

1,886

 

333

 

(358

)

1,315

 

 

(1,773

)

 

1,403

 

348

 

Common Equity Interest

 

53,811

 

(27,545

)

27,288

 

2,716

 

1,128

 

(1,330

)

 

56,068

 

3,147

 

LLC Interest

 

3,992

 

609

 

(456

)

 

 

(4,145

)

 

 

 

Guarantees and letters of credit

 

(291

)

 

13

 

(273

)

 

 

 

(551

)

(274

)

Escrow Receivable

 

9,152

 

1,262

 

 

 

 

(10,414

)

 

 

 

Total

 

$

335,162

 

$

79,107

 

$

(51,769

)

$

2,006

 

$

59,923

 

$

(182,576

)

$

 

$

241,853

 

$

1,103

 

 

 

 

Balances,
November 1,
2015

 

Realized Gains
(Losses) (1)

 

Reversal of Prior
Period
(Appreciation)
Depreciation on
Realization (2)

 

Unrealized
Appreciation
(Depreciation)
(3)

 

Purchases (4)

 

Sales (5)

 

Transfers In &
Out of Level 3

 

Balances,
October 31,
2016

 

Total Loss for the Year
Included in Earnings
Attibutable to the Change in
Unrealized Appreciation
(Depreciation) on Investments
held as of October 31, 2016

 

Senior/Subordinated Loans and credit facilities

 

$

138,471

 

$

(12,151

)

$

13,218

 

$

(7,504

)

$

52,631

 

$

(42,772

)

$

 

$

141,893

 

$

(9,248

)

Common Stock

 

7,953

 

(16,993

)

16,993

 

(1,508

)

3,081

 

(2

)

 

9,524

 

(7,058

)

Preferred Stock

 

149,026

 

(14,671

)

14,052

 

4,736

 

 

(37,948

)

 

115,195

 

70,974

 

Warrants

 

1,661

 

(1,111

)

1,111

 

(504

)

729

 

 

 

1,886

 

536

 

Common Equity Interest

 

69,677

 

 

 

(16,153

)

1,599

 

(1,312

)

 

53,811

 

(79,849

)

LLC Interest

 

3,992

 

 

 

 

 

 

 

3,992

 

456

 

Guarantees

 

(41

)

 

 

(250

)

 

 

 

(291

)

(291

)

Escrow Receivable

 

293

 

(534

)

 

 

11,014

 

(1,621

)

 

9,152

 

 

Total

 

$

371,032

 

$

(45,460

)

$

45,374

 

$

(21,183

)

$

69,054

 

$

(83,655

)

$

 

$

335,162

 

$

(24,480

)

 


(1)     Included in net realized gain (loss) on investments in the Consolidated Statements of Operations.

(2)     Included in net unrealized appreciation (depreciation) of investments in the Consolidated Statements of Operations related to securities disposed of during the fiscal year ended October 31, 2017 and October 31, 2016, respectively.

(3)     Included in net unrealized appreciation (depreciation) of investments in the Consolidated Statements of Operations related to securities held at October 31, 2017 and October 31, 2016, respectively.

(4)     Includes increases in the cost basis of investments resulting from new portfolio investments, PIK interest or dividends, the amortization of discounts, premiums and closing fees and the exchange of one or more existing securities for new securities.  For the fiscal year ended October 31, 2017 and October 31, 2016, a total of approximately $1.9 million and $7.1 million, respectively, of PIK interest and dividends and amortization of discounts and fees are included.

(5)     Includes decreases in the cost basis of investments resulting from principal repayments or sales.

 

In accordance with ASU 2011-04, the following table summarizes information about the Company’s Level 3 fair value measurements as of October 31, 2017 and October 31, 2016 (Fair Value is disclosed in thousands):

 

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Table of Contents

 

Quantitative Information about Level 3 Fair Value Measurements*

 

 

 

Fair value as of

 

 

 

 

 

Range

 

Weighted

 

 

 

10/31/2017

 

Valuation technique

 

Unobservable input

 

Low

 

High

 

average (a)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock (c) (d)

 

$

5,937

 

Adjusted Net Asset Approach

 

Real Estate Appraisals

 

N/A

 

N/A

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Market Approach

 

Revenue Multiple

 

1.3x

 

1.3x

 

1.3x

 

 

 

 

 

 

 

Forward EBITDA Multiple

 

5.8x

 

7.0x

 

7.0x

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior/Subordinated loans

 

$

153,271

 

Market Approach

 

EBITDA Multiple

 

5.5x

 

8.5x

 

7.3x

 

and credit facilities (b) (d)

 

 

 

 

 

Forward EBITDA Multiple

 

5.8x

 

7.0x

 

6.6x

 

 

 

 

 

 

 

Revenue Multiple

 

1.3x

 

1.3x

 

1.3x

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income Approach

 

Required Rate of Return

 

8.5

%

22.5

%

13.3

%

 

 

 

 

 

 

Discount Rate

 

15.3

%

19.1

%

17.3

%

 

 

 

 

 

 

Perpetual Growth Rate of Free Cash Flow

 

3.0

%

3.0

%

3.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted Net Asset Approach

 

Real Estate Appraisals

 

N/A

 

N/A

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Equity Interest

 

$

56,068

 

Market Approach

 

Revenue Multiple

 

2.0x

 

2.0x

 

2.0x

 

 

 

 

 

 

 

Forward EBITDA Multiple

 

6.0x

 

6.0x

 

6.0x

 

 

 

 

 

 

 

EBITDA Multiple

 

5.5x

 

7.0x

 

6.5x

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted Net Asset Approach

 

Real Estate Appraisals

 

N/A

 

N/A

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income Approach

 

Discount Rate

 

13.0

%

17.6

%

13.8

%

 

 

 

 

 

 

Perpetual Growth Rate of Free Cash Flow

 

3.0

%

3.0

%

3.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred Stock (c) 

 

$

25,725

 

Adjusted Net Asset Approach

 

Discount to Net Asset Value

 

0.0

%

0.0

%

0.0

%

 

 

 

 

 

 

Real Estate Appraisals

 

N/A

 

N/A

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Market Approach

 

Revenue Multiple

 

1.3x

 

1.3x

 

1.3x

 

 

 

 

 

 

 

% of AUM

 

0.73

%

0.73

%

0.73

%

 

 

 

 

 

 

Illiquidity Discount

 

30.0

%

30.0

%

30.0

%

 

 

 

 

 

 

Multiple of Book Value

 

1.0x

 

1.0x

 

1.0x

 

 

 

 

 

 

 

EBT Multiple

 

14.0x

 

14.0x

 

14.0x

 

 

 

 

 

 

 

Discount to Letter of Intent

 

0.0

%

0.0

%

0.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income Approach

 

Discount Rate

 

15.7

%

15.7

%

15.7

%

 

 

 

 

 

 

Perpetual Growth Rate of Free Cash Flow

 

2.5

%

2.5

%

2.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Warrants

 

$

1,403

 

Market Approach

 

Revenue Multiple

 

1.3x

 

1.3x

 

1.3x

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Guarantees / Letters of Credit

 

$

(551

)

Income Approach

 

Discount Rate

 

19.1

%

20.0

%

20.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

241,853

 

 

 

 

 

 

 

 

 

 

 

 


Notes:

(a) Calculated based on fair values.

(b) Certain investments are priced using non-binding broker or dealer quotes.

(c) Certain common and preferred stock investments are fair valued based on liquidation-out preferential rights held by the Company.

(d) Real estate appraisals are performed by independent third parties and the Company does not have reasonable access to the underlying unobservable inputs.

(e) Practical expedient is used utilizing the net asset valuations provided by the GP

* The above table excludes certain investments whose fair value is zero due to certain specific situations at the portfolio company level.

NM - Not Meaningful

 

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Quantitative Information about Level 3 Fair Value Measurements*

 

 

 

Fair value as of

 

 

 

 

 

Range

 

Weighted

 

 

 

10/31/2016

 

Valuation technique

 

Unobservable input

 

Low

 

High

 

average (a)

 

Common Stock (c) (d)

 

$

9,524

 

Adjusted Net Asset Approach

 

Discount to Net Asset Value

 

0.0

%

0.0

%

0.0

%

 

 

 

 

 

 

Real Estate Appraisals

 

N/A

 

N/A

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income Approach

 

Discount Rate

 

13.3

%

30.0

%

17.0

%

 

 

 

 

 

 

Perpetual Growth Rate of Free Cash Flow

 

2.0

%

2.0

%

2.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Market Approach

 

Revenue Multiple

 

1.4x

 

1.4x

 

1.4x

 

 

 

 

 

 

 

EBITDA Multiple

 

5.5x

 

5.5x

 

5.5x

 

 

 

 

 

 

 

Forward EBITDA Multiple

 

5.6x

 

7.0x

 

6.7x

 

 

 

 

 

 

 

Minority Discount

 

10.0

%

10.0

%

10.0

%

 

 

 

 

 

 

Illiquidity Discount

 

15.0

%

15.0

%

15.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior/Subordinated loans and credit facilities (b) (d)

 

$

141,893

 

Market Approach

 

EBITDA Multiple

 

3.8x

 

8.8x

 

6.7x

 

 

 

 

 

 

 

Forward EBITDA Multiple

 

5.6x

 

7.0x

 

5.8x

 

 

 

 

 

 

 

Revenue Multiple

 

1.4x

 

1.4x

 

1.4x

 

 

 

 

 

 

 

Discount to Letter of Intent

 

0.0

%

0.0

%

0.0

%

 

 

 

 

 

 

Illiquidity Discount

 

15.0

%

15.0

%

15.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income Approach

 

Required Rate of Return

 

11.6

%

39.9

%

15.6

%

 

 

 

 

 

 

Discount Rate

 

18.1

%

30.0

%

18.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted Net Asset Approach

 

Real Estate Appraisals

 

N/A

 

N/A

 

N/A

 

 

 

 

 

 

 

Discount to Net Asset Value

 

0.0

%

30.0

%

22.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LLC Interest

 

$

3,992

 

Market Approach

 

EBITDA Multiple

 

6.0x

 

6.0x

 

6.0x

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Equity Interest

 

$

53,811

 

Market Approach

 

Revenue Multiple

 

2.0x

 

2.0x

 

2.0x

 

 

 

 

 

 

 

EBITDA Multiple

 

3.8x

 

5.5x

 

3.9x

 

 

 

 

 

 

 

Forward EBITDA Multiple

 

7.0x

 

7.0x

 

7.0x

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted Net Asset Approach

 

Real Estate Appraisals

 

N/A

 

N/A

 

N/A

 

 

 

 

 

 

 

Discount to Net Asset Value

 

0.0

%

0.0

%

0.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income Approach

 

Discount Rate

 

15.9

%

18.1

%

16.2

%

 

 

 

 

 

 

Perpetual Growth Rate of Free Cash Flow

 

3.0

%

3.0

%

3.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred Stock (c)

 

$

115,195

 

Adjusted Net Asset Approach

 

Discount to Net Asset Value

 

0.0

%

0.0

%

0.0

%

 

 

 

 

 

 

Real Estate Appraisals

 

N/A

 

N/A

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Market Approach

 

Revenue Multiple

 

1.4x

 

1.4x

 

1.4x

 

 

 

 

 

 

 

EBITDA Multiple

 

5.0x

 

5.0x

 

5.0x

 

 

 

 

 

 

 

% of AUM

 

0.77

%

0.77

%

0.77

%

 

 

 

 

 

 

Illiquidity Discount

 

30.0

%

30.0

%

30.0

%

 

 

 

 

 

 

Multiple of Book Value

 

1.0x

 

1.0x

 

1.0x

 

 

 

 

 

 

 

EBT Multiple

 

15.0x

 

15.0x

 

15.0x

 

 

 

 

 

 

 

Discount to Letter of Intent

 

0.0

%

0.0

%

0.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income Approach

 

Discount Rate

 

15.7

%

15.7

%

15.7

%

 

 

 

 

 

 

Perpetual Growth Rate of Free Cash Flow

 

2.5

%

2.5

%

2.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Warrants

 

$

1,886

 

Market Approach

 

Minority Discount

 

10.0

%

10.0

%

10.0

%

 

 

 

 

 

 

EBITDA Multiple

 

5.5x

 

6.7x

 

6.1x

 

 

 

 

 

 

 

Revenue Multiple

 

1.4x

 

1.4x

 

1.4x

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income Approach

 

Discount Rate

 

13.3

%

13.3

%

13.3

%

 

 

 

 

 

 

Perpetual Growth Rate of Free Cash Flow

 

2.0

%

2.0

%

2.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted Net Asset Approach

 

Discount to Net Asset Value

 

27.2

%

27.2

%

27.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Guarantees

 

$

(291

)

Income Approach

 

Discount Rate

 

7.3

%

20.0

%

19.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Escrows

 

$

9,152

 

Income Approach

 

Discount Rate

 

20.0

%

20.0

%

20.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

335,162

 

 

 

 

 

 

 

 

 

 

 

 


Notes:

(a) Calculated based on fair values.

(b) Certain investments are priced using non-binding broker or dealer quotes.

(c) Certain common and preferred stock investments are fair valued based on liquidation-out preferential rights held by the Company.

(d) Real estate appraisals are performed by independent third parties and the Company does not have reasonable access to the underlying unobservable inputs.

(e) Practical expedient is used utilizing the net asset valuations provided by the GP

* The above table excludes certain investments whose fair value is zero due to certain specific situations at the portfolio company level.

 

ASU 2011-04 clarifies the application of existing fair value measurement and disclosure requirements related to the application of the highest and best use and valuation premise concepts

 

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for financial and nonfinancial instruments, measuring the fair value of an instrument classified in equity, and disclosures about fair value measurements.  ASU 2011-04 requires additional disclosures about fair value measurements categorized within Level 3 of the fair value hierarchy, including the valuation processes used by the reporting entity, the sensitivity of the fair value to changes in unobservable inputs and the interrelationships between those unobservable inputs, if any.

 

Following are descriptions of the sensitivity of the Level 3 recurring fair value measurements to changes in the significant unobservable inputs presented in the above table.  For securities utilizing the income approach valuation technique, a significant increase (decrease) in the discount rate, risk premium or discount for lack of marketability would result in a significantly lower (higher) fair value measurement. The discount for lack of marketability used to determine fair value may include other factors such as liquidity or credit risk. Generally, a change in the discount rate is accompanied by a directionally similar change in the risk premium and discount for lack of marketability.  For securities utilizing the market approach valuation technique, a significant increase (decrease) in the EBITDA, revenue multiple or other key unobservable inputs listed in the above table would result in a significantly higher (lower) fair value measurement. A significant increase (decrease) in the discount for lack of marketability would result in a significantly lower (higher) fair value measurement. The discount for lack of marketability used to determine fair value may include other factors such as liquidity or credit risk.  For securities utilizing an adjusted net asset approach valuation technique, a significant increase (decrease) in the price to book value ratio, discount rate or other key unobservable inputs listed in the above table would result in a significantly higher (lower) fair value measurement.

 

For the Fiscal Year Ended October 31, 2017

 

During the fiscal year ended October 31, 2017, in connection with the sale of U.S. Gas, the Company received securities that totaled approximately $66.4 million (based on values determined as of July 5, 2017).  The securities were received from U.S. Gas ($40.5 million) and Crius ($25.9 million).  The Company also made one new investment in Highpoint ($5.0 million).

 

During the fiscal year ended October 31, 2017, the Company made 6 follow-on investments in 4 existing portfolio companies that totaled approximately $7.5 million.  On November 9, 2016, the Company invested approximately $59,000 in MVC Environmental and received an additional 30 shares of common stock.  On December 1, 2016, the Company loaned an additional $500,000 to U.S. Tech increasing the total amount outstanding to $5.5 million.  On December 13, 2016, the Company loaned an additional $475,000 to MVC Automotive increasing the amount outstanding on the bridge loan to approximately $3.8 million.  The maturity date was also extended to December 31, 2017.  On April 3, 2017, the Company loaned Security Holdings approximately $4.1 million in the form of a bridge loan with an interest rate of 5% and a maturity date of December 31, 2019.  On May 3, 2017, the Company invested approximately $1.1 million in MVC Automotive for additional common equity and loaned MVC Automotive approximately $1.1 million, increasing the amount outstanding on the bridge loan to approximately $4.9 million.  The maturity date was also extended to June 30, 2018.  On October 2, 2017, the Company loaned Security Holdings an additional $150,000, increasing the amount outstanding on the loan to approximately $4.2 million.

 

On December 23, 2016, the Company received proceeds of approximately $12.2 million from the PE Fund related to the sale of AccuMed Corp., a portfolio company of the PE Fund.  The Company’s pro-rata share of the PE Fund’s investment in AccuMed Corp. totaled approximately

 

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$2.4 million, resulting in a realized gain of approximately $9.8 million.  The Company later received an escrow distribution of approximately $416,000 and carried interest payments from the PE Fund totaling approximately $390,000 related to the sale, which were recorded as additional realized gains.

 

On January 4, 2017, BAC repaid their senior loan in full, including all accrued interest totaling approximately $31,000.

 

On March 7, 2017, the Company exchanged its shares of MVC Turf, the holding company that owned the Company’s LLC interest in Turf Products, for approximately $3.8 million of additional subordinated debt in Turf Products.  This additional subordinated debt increases the Company’s existing subordinated debt investment to approximately $7.7 million.   The subordinated debt has an interest rate of 10% and matures on August 7, 2020.  The Company’s warrant and guarantee were also retired as a part of this recapitalization.  The Company also received a cash distribution from MVC Turf prior to the share exchange of approximately $323,000, which was treated as a return of capital.  The Company realized a gain of approximately $609,000 as a result of the share exchange.

 

On March 22, 2017, the Company sold its common stock and warrant in Vestal receiving proceeds of approximately $687,000 and approximately $413,000, respectively.  This resulted in realized gains of approximately $437,000 and approximately $413,000 related to the common stock and warrant, respectively.  The Company also received a principal payment of approximately $4.1 million on its senior subordinated loan as part of Vestal’s refinancing resulting in an outstanding balance of approximately $2.5 million.  The new loan has an interest rate of 12% and a maturity date of August 21, 2022.

 

On April 7, 2017, the Company realized a loss of approximately $2.3 million on the sale of the common stock and the forgiveness of the loan to Tekers.

 

On April 12, 2017, the Company received a principal payment from Pride of approximately $79,000.

 

On April 24, 2017, Equus entered into a definitive agreement to acquire U.S. Gas (the “Equus Merger Agreement”).  Closing of the transaction was subject to a number of conditions.  On May 23, 2017, the Boards of MVC and U.S. Gas provided notice to Equus of a superior proposal that had been received from Crius and of MVC’s and U.S. Gas’s intent to terminate the Equus Merger Agreement.  On May 30, 2017, MVC and U.S. Gas terminated the Equus Merger Agreement, and in connection with such termination and pursuant to the Equus Merger Agreement, U.S. Gas paid to Equus a termination fee of $2.5 million.

 

On April 28, 2017, the Company received a principal payment from Morey’s of $262,000.

 

On May 30, 2017, U.S. Gas entered into a definitive agreement to be acquired by Crius Energy Trust for $172.5 million in a combination of cash, second-lien notes, and Crius trust units.

 

On June 8, 2017, the Company received total proceeds of approximately $18.1 million for the repayment of the outstanding Biogenic loans.  The total proceeds include repayment of all outstanding principal and a substantial portion of the unpaid accrued interest related to the loans that were previously reserved against in full beginning on April 1, 2016.  The warrants were also realized as part of this transaction resulting in a realized loss of approximately $620,000.

 

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On June 26, 2017, Thunderdome repaid its loan in full totaling approximately $3.0 million, including all accrued interest.

 

On July 5, 2017, the Company received gross consideration for its investment in U.S. Gas valued at approximately $127.4 million, including approximately $11.0 million for the repayment of its two outstanding loans from the Company. The fair value of the consideration received by the Company for its equity investment in U.S. Gas was $116.4 million. As a result of the gross consideration received, the Company realized a gain of approximately $115.9 million. The $116.4 million is comprised of: (i) cash of approximately $50.0 million; (ii) 9.5% second-lien callable notes due in July 2025 with a face amount of approximately $40.5 million (before certain post-closing and indemnification adjustments, if any); and (iii) 3,282,982 Crius trust units valued at approximately $25.9 million on the date of closing. In addition to the approximately $116.4 million proceeds that the Company received from the sale of U.S. Gas to Crius (pre-indemnification and pre- working capital true-up), the Company also received $1.48 million in cash to hold in its capacity as Holder Representative (of the U.S. Gas selling shareholders). This $1.48 million cash received by the Company will be used to pay, over time, for legal costs, potential settlements, true-up payments, etc. on behalf of the U.S. Gas selling shareholders.    Since the Company expects the $1.48 million to be fully used for legal costs, settlements and true-up payments, on behalf of the U.S. Gas selling shareholders, the Company has reserved in full against all proceeds received.  If there are any excess proceeds, once all costs and payments associated with the transaction have been made, the excess proceeds will be split amongst the non-legacy U.S. Gas selling shareholders on a pro-rata basis.

 

On July 20, 2017, Pride repaid its loan in full totaling approximately $5.1 million, including all accrued interest.

 

On August 29, 2017, the Company realized a loss of approximately $5.0 million on the sale of the Actelis common stock back to the company.

 

On September 19, 2017, Quantum repaid its loan in full, including all accrued interest.  At the same time, the Company sold the Quantum warrant resulting in a realized gain of approximately $540,000.

 

On September 29, 2017, the Company realized a loss of approximately $3.7 million on the sale of the Mainstream common stock back to the company.

 

On October 18, 2017, the Company realized a loss of approximately $785,000 on the sale of the BAC common stock.

 

On October 26, 2017, the Company exchanged its common equity interest in SGDA Europe for a $1.2 million first lien note, resulting in a realized loss of approximately $27.5 million.

 

During the fiscal year ended October 31, 2017, Initials made a principal payment of approximately $69,000.

 

During the fiscal year ended October 31, 2017, the Company recorded a distribution of approximately $330,000 from Security Holdings, which was recorded as a return of capital.

 

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During the quarter ended January 31, 2017, the Valuation Committee increased the fair value of the Company’s investments in: Advantage preferred stock by approximately $136,000, Centile equity interest by $340,000, Custom Alloy unsecured loan by approximately $370,000, Dukane loan by approximately $71,000, Legal Solutions loan by approximately $112,000, Morey’s loan by approximately $462,000, Pride loan by approximately $51,000, Quantum loan by approximately $323,000 and warrant by approximately $1.0 million, Security Holdings equity interest by approximately $1.5 million, MVC Private Equity Fund L.P. general partnership interest and limited partnership interest in the PE Fund by a total of approximately $99,000, Turf loan by approximately $7,000 and guarantee by approximately $3,000, RuMe guarantee by approximately $50,000 and the U.S. Tech loan by $5,000.  The Valuation Committee also increased the Ohio Medical escrow by approximately $73,000 that was recorded as a realized gain.  In addition, increases in the cost basis and fair value of the loans to Vestal, HTI, Legal Solutions, MVC Environmental, FDS, RuMe, Dukane and U.S. Gas were due to the capitalization of PIK interest totaling $511,649.  The Valuation Committee also decreased the fair value of the Company’s investments in: BAC common stock by approximately $55,000, Custom Alloy second lien loan by approximately $575,000, Foliofn preferred stock by $264,000, Initials loan by approximately $95,000, JSC Tekers preferred stock by approximately $43,000, MVC Automotive equity interest by $307,000, MVC Environmental common stock by approximately $517,000, RuMe series C preferred stock by approximately $186,000, series B-1 preferred stock by approximately $9,000, common stock by approximately $42,000 and warrant by approximately $66,000, SCSD common stock by $560,000, SGDA Europe common equity interest by approximately $252,000 and Vestal loan by approximately $57,000, common stock by approximately $54,000 and warrant by approximately $62,000.

 

During the quarter ended April 30, 2017, the Valuation Committee increased the fair value of the Company’s investments in: Advantage preferred stock by approximately $219,000, Centile equity interest by $136,000, Dukane loan by approximately $1,000, Foliofn preferred stock by $128,000, JSC Tekers preferred stock by approximately $71,000, Legal Solutions loan by approximately $130,000, Morey’s loan by approximately $1.3 million, MVC Automotive equity interest by approximately $1.7 million, Quantum warrant by approximately $2,000, RuMe guarantee by approximately $91,000 and the MVC Private Equity Fund L.P. general partnership interest and limited partnership interest in the PE Fund by a total of approximately $171,000.  The Valuation Committee also increased the Ohio Medical escrow by approximately $228,000 that was recorded as a realized gain.  In addition, increases in the cost basis and fair value of the loans to HTI, Legal Solutions, MVC Environmental, RuMe, Dukane and U.S. Gas were due to the capitalization of PIK interest totaling $406,896.  The Valuation Committee also decreased the fair value of the Company’s investments in: Initials loan by approximately $47,000, MVC Environmental common stock by approximately $410,000, RuMe series C preferred stock by approximately $164,000, series B-1 preferred stock by approximately $5,000, common stock by approximately $36,000 and warrant by approximately $72,000, SGDA Europe common equity interest by approximately $106,000, Security Holdings equity interest by approximately $962,000, Turf loan by approximately $246,000 and SCSD common stock by $215,000.

 

During the quarter ended July 31, 2017, the Valuation Committee increased the fair value of the Company’s investments in: Advantage preferred stock by approximately $139,000, Centile equity interest by $629,000, Custom Alloy unsecured loan by approximately $317,000, Dukane loan by approximately $1,000, JSC Tekers preferred stock by approximately $419,000, Legal Solutions loan by approximately $1,000, Morey’s loan by approximately $1.0 million, MVC Automotive equity interest by approximately $1.4 million, MVC Private Equity Fund L.P. general partnership

 

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interest and limited partnership interest in the PE Fund by a total of approximately $1.1 million, Quantum warrant by approximately $1,000, RuMe series C preferred stock by approximately $129,000, series B-1 preferred stock by approximately $58,000, common stock by approximately $29,000 and warrant by approximately $66,000 and the Turf loan by approximately $154,000. In addition, increases in the cost basis and fair value of the loans to HTI, Legal Solutions, MVC Environmental, RuMe, Dukane, Initials and U.S. Gas were due to the capitalization of PIK interest totaling $486,743.  The Valuation Committee also decreased the fair value of the Company’s investments in:  Custom Alloy second lien loan by approximately $375,000, Foliofn preferred stock by $156,000, HTI loan by approximately $119,000, RuMe guarantee by approximately $81,000, Initials loan by approximately $248,000, MVC Environmental common stock by approximately $760,000 and loan by approximately $1.1 million, SGDA Europe common equity interest by approximately $73,000 and the SCSD common stock by approximately $316,000.

 

During the quarter ended October 31, 2017, the Valuation Committee increased the fair value of the Company’s investments in: Advantage preferred stock by approximately $98,000, Custom Alloy unsecured loan by approximately $189,000 and second lien loan by approximately $807,000,  Centile equity interest by $306,000, HTI loan by approximately $7,000, JSC Tekers preferred stock by approximately $19,000, Legal Solutions loan by approximately $1,000, Turf loan by approximately $71,000, MVC Automotive equity interest by approximately $1.1 million, RuMe warrant by approximately $420,000 and guarantee by approximately $20,000 and the MVC Private Equity Fund L.P. general partnership interest and limited partnership interest in the PE Fund by a total of approximately $275,000.  In addition, increases in the cost basis and fair value of the loans to HTI, Legal Solutions, Morey’s, RuMe and Dukane were due to the capitalization of PIK interest totaling $470,290.  The Valuation Committee also decreased the fair value of the Company’s investments in:  Foliofn preferred stock by $241,000, Initials loan by approximately $54,000, RuMe series C preferred stock by approximately $398,000, series B-1 preferred stock by approximately $52,000, common stock by approximately $88,000 and letter of credit by approximately $345,000, Security Holdings equity interest by approximately $3.5 million, MVC Environmental letter of credit by approximately $9,000 and loan by approximately $921,000.

 

During the fiscal year ended October 31, 2017, the Valuation Committee increased the fair value of the Company’s investments in: Advantage preferred stock by approximately $593,000, Centile equity interest by $1.4 million, Custom Alloy unsecured loan by approximately $876,000, Dukane loan by approximately $73,000, JSC Tekers preferred stock by approximately $466,000, Legal Solutions loan by approximately $244,000, Morey’s loan by approximately $2.7 million, MVC Automotive equity interest by approximately $3.9 million, Pride loan by approximately $51,000, Quantum loan by approximately $323,000 and warrant by approximately $1.0 million, U.S. Tech loan by $5,000, MVC Private Equity Fund L.P. general partnership interest and limited partnership interest in the PE Fund by a total of approximately $1.7 million, Turf guarantee by approximately $3,000, RuMe warrants by approximately 348,000 and guarantee by approximately $81,000.  The Valuation Committee also increased the Ohio Medical escrow by approximately $301,000 that was recorded as a realized gain.  In addition, increases in the cost basis and fair value of the loans to Vestal, HTI, Legal Solutions, MVC Environmental, FDS, RuMe, Dukane and U.S. Gas were due to the capitalization of PIK interest totaling $1,875,578.  The Valuation Committee also decreased the fair value of the Company’s investments in: BAC common stock by approximately $55,000, Custom Alloy second lien loan by approximately $144,000, Foliofn preferred stock by $533,000, Initials loan by approximately $444,000, MVC Environmental common stock by approximately $1.7 million, loan by approximately $2.0 million and letter of credit by approximately $9,000, RuMe series B-1 preferred stock by approximately $9,000, series C

 

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preferred stock by approximately $619,000, common stock by approximately $137,000 and letter of credit by approximately $345,000, Turf loan by approximately $14,000, HTI loan by approximately $112,000, SCSD common stock by $1.1 million, Vestal loan by approximately $57,000, common stock by approximately $54,000 and warrant by approximately $62,000, Security Holdings equity interest by approximately $3.0 million and the SGDA Europe common equity interest by approximately $431,000.

 

At October 31, 2017, the fair value of all portfolio investments, exclusive of escrow receivables, was $292.5 million with a cost basis of $363.2 million.  At October 31, 2017, the fair value and cost basis of Legacy Investments was $5.4 million and $15.0 million, respectively, and the fair value and cost basis of portfolio investments made by the Company’s current management team was $287.1 million and $348.2 million, respectively.  At October 31, 2016, the fair value of all portfolio investments, exclusive of U.S. Treasury obligations and escrow receivables, was $360.1 million with a cost basis of $374.7 million.  At October 31, 2016, the fair value and cost basis of Legacy Investments was $5.9 million and $23.8 million, respectively, and the fair value and cost basis of portfolio investments made by the Company’s current management team was $354.2 million and $350.9 million, respectively.

 

For the Fiscal Year Ended October 31, 2016

 

During the fiscal year ended October 31, 2016, the Company made six new investments, committing capital that totaled approximately $35.7 million.  The investments were made in Somotra ($1.7 million), Pride ($5.1 million), Dukane ($7.0 million), Quantum ($10.0 million), FDS ($2.3 million) and HTI ($9.6 million).

 

During the fiscal year ended October 31, 2016, the Company made 9 follow-on investments in six existing portfolio companies that totaled approximately $8.5 million.  On November 20, 2015 and December 3, 2015, the Company invested an additional $538,000 and $1.1 million, respectively, in MVC Automotive common equity.  On January 4, 2016, the Company loaned an additional $1.5 million to Legal Solutions, which increased the senior subordinated loan to approximately $10.2 million. On February 1, 2016, the Company loaned an additional $1.1 million to Thunderdome, which increased the second lien loan to approximately $3.0 million.  On May 5, 2016, the Company loaned $30,000 to BAC in the form of a senior loan with an interest rate of 5% and a maturity date of May 5, 2021.  On June 28, 2016, the Company loaned approximately $1.7 million to MVC Automotive in the form of a bridge loan with an interest rate of 6% and a maturity date of December 31, 2016.  On June 28, 2016, the Company loaned approximately $28,000 to Tekers in the form of a bridge loan with an interest rate of 6% and a maturity date of June 27, 2017.  On October 12, 2016, the Company loaned an additional $1.6 million to MVC Automotive in the form of a bridge loan and extended the maturity date to June 30, 2017.  The loan had an outstanding balance at October 31, 2016 of approximately $3.3 million.  On October 7, 2016, the Company loaned RuMe $900,000 in the form of a subordinated note with an interest rate of 10% and a maturity date of October 7, 2017.  The Company also guaranteed $1.0 million of a third party’s working capital line of credit and received a warrant at no cost and allocated a portion of the cost basis of the loan to the warrant at the time the investment was made.

 

On November 3, 2015, Results Companies repaid its loan in full totaling approximately $10.0 million, including all accrued interest.

 

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On December 22, 2015, the Company realized a loss of approximately $1.5 million due to the dissolution of Biovation.

 

On December 24, 2015, the Company realized losses of approximately $5.5 million on Inland senior secured loan and $713,000 on its warrants as part of Inland’s restructuring.  As part of the restructuring, the Company obtained a $6.0 million senior secured loan from MVC Environmental, a holding company formed by the Company that owns and operates intellectual property and environmental service facilities for oil and gas waste recycling related to Inland, and received 950 of its common shares.  The loan bears annual interest of 9% and matures on December 22, 2020.

 

On December 31, 2015, the Company completed the sale of Ohio Medical through an asset sale.  The Company expects gross proceeds of approximately $40.0 million, including fees, which results in a realized loss of approximately $30.5 million. At the time of closing, the Company received cash proceeds of approximately $29.0 million, which included $2.3 million in monitoring and closing fees, and anticipates receiving an additional $11.0 million, assuming the full receipt of all escrow proceeds scheduled for various periods, with the final release of payment scheduled for 18 months from the closing.  The Company has received approximately $1.3 million in escrow proceeds as of July 31, 2016.  The fair value of the escrow as of July 31, 2016 was approximately $8.8 million.

 

On March 7, 2016 and July 28, 2016, the Company received dividends of $10.0 million and $2.5 million, respectively, from U.S. Gas.

 

On April 18, 2016, Somotra repaid its loan in full totaling approximately $1.7 million, including all accrued interest.

 

On May 6, 2016, RX repaid $8.0 million on its loan.  In addition, RX repaid all outstanding accrued and deferred interest for a total payment of approximately $9.9 million.  As part of the transaction, which led to the repayment, RX was reorganized into FDS, Inc., a data service provider.  The Company’s outstanding $2.3 million of principal was changed to a senior subordinated loan with an interest rate of 16% and a maturity date of November 30, 2016.

 

On May 31, 2016, the Company realized a loss of approximately $1.2 million from the dissolution of NPWT.

 

On September 19, 2016, Agri-Carriers repaid $11.8 million of principal on its loan.  In addition, Agri-Carriers repaid all outstanding accrued and deferred interest for a total payment of approximately $13.7 million.

 

On October 31, 2016, the Company realized a loss of approximately $5.6 million on its investment in G3K.

 

During the fiscal year ended October 31, 2016, the Company recorded a distribution of approximately $1.9 million from Security Holdings of which a portion was recorded as a return of capital and a portion was recorded as dividend income.

 

During the fiscal year ended October 31, 2016, the Company received distributions totaling approximately $97,000 from the PE Fund that were recorded as dividend income.

 

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During the fiscal year ended October 31, 2016, Thunderdome made principal payments totaling approximately $51,000 on its second lien loan.  The Company subsequently loaned Thunderdome an additional $1.1 million.  The balance of the loan at October 31, 2016 was approximately $3.0 million.

 

During the fiscal year ended October 31, 2016, Dukane made principal payments totaling approximately $36,000 on its second lien loan.  The balance of the loan at October 31, 2016 was approximately $7.1 million.

 

During the quarter ended January 31, 2016, the Valuation Committee increased the fair value of the Company’s investments in: Foliofn preferred stock by $34,000, Turf loan by approximately $19,000 and guarantee by approximately $6,000, RuMe series C preferred stock by $630,000 and series B-1 preferred stock by $160,000, MVC Private Equity Fund L.P. general partnership interest and limited partnership interest in the PE Fund by a total of approximately $947,000, NPWT preferred stock by $4,000, Centile equity interest by $260,000, Argi-Carriers loan by approximately $108,000, RX loan by approximately $409,000 and SCSD common stock by $750,000.  In addition, increases in the cost basis and fair value of the loans to Biogenic, Custom Alloy, Morey’s, Vestal, Agri-Carriers, RX, Legal Solutions, MVC Environmental and U.S. Gas were due to the capitalization of PIK interest totaling $3,337,651.  The Valuation Committee also decreased the fair value of the Company’s investments in: Custom Alloy second lien and unsecured loans by a total of approximately $2.4 million, MVC Automotive equity interest by approximately $27,000, Security Holdings equity interest by approximately $4.6 million, SGDA Europe equity interest by approximately $2.9 million, Tekers common stock by $35,000, JSC Tekers preferred stock by approximately $740,000 and common stock by $4,000, BAC common stock by approximately $38,000, Biogenic warrant and loan by a total of approximately $35,000, Morey’s second lien loan by approximately $1.1 million, Legal Solutions loan by approximately $310,000 and the Ohio Medical escrow by approximately $1.3 million that was recorded as a realized loss.

 

During the quarter ended April 30, 2016, the Valuation Committee increased the fair value of the Company’s investments in: Security Holdings equity interest by $911,000, RuMe series B-1 preferred stock by approximately $347,000, MVC Private Equity Fund L.P. general partnership interest and limited partnership interest in the PE Fund by a total of approximately $763,000, JSC Tekers preferred stock by approximately $575,000, Centile equity interest by $281,000, Morey’s loan by approximately $51,000, Custom Alloy unsecured loan by approximately $50,000, Turf guarantee by approximately $6,000 and the Initials loan by approximately $2,000.  The Valuation Committee also increased the Ohio Medical escrow by approximately $177,000 that was recorded as a realized gain.  In addition, increases in the cost basis and fair value of the loans to Biogenic, Custom Alloy, Morey’s, Vestal, Agri-Carriers, RX, Legal Solutions, MVC Environmental, Dukane and U.S. Gas were due to the capitalization of PIK interest totaling $1,495,179.  The Valuation Committee also decreased the fair value of the Company’s investments in: Custom Alloy second lien loan by approximately $1.5 million, RuMe series C preferred stock by approximately $203,000 and common stock by approximately $144,000, Foliofn preferred stock by approximately $254,000, MVC Automotive equity interest by approximately $506,000, SGDA Europe equity interest by approximately $219,000, Tekers common stock by $266,000, Turf loan by approximately $138,000, U.S. Gas preferred stock series I by $3.9 million, BAC common stock by approximately $92,000, Biogenic warrant and loans by a total of approximately $136,000, Advantage preferred stock by approximately $67,000, MVC Environmental common stock by $38,000,  Agri-Carriers loan by approximately $133,000, RX loan by approximately $179,000 and Legal Solutions loan by approximately $91,000.

 

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During the quarter ended July 31, 2016, the Valuation Committee increased the fair value of the Company’s investments in: Agri-Carriers loan by approximately $120,000, Thunderdome loan by $30,000, U.S. Tech loan by $50,000, Advantage preferred stock by approximately $161,000, Morey’s loan by approximately $358,000, Turf loan by approximately $14,000 and guarantee by approximately $6,000, Vestal loan by approximately $129,000, common stock by approximately $462,000 and warrants by approximately $459,000, MVC Environmental common stock by $67,000, Foliofn preferred stock by approximately $324,000, Legal Solutions loan by approximately $271,000 and Security Holdings equity interest by $292,000.  The Valuation Committee also increased the Ohio Medical escrow by approximately $210,000 that was recorded as a realized gain.  In addition, increases in the cost basis and fair value of the loans to Biogenic, Custom Alloy, Morey’s, Vestal, Agri-Carriers, Initials, Legal Solutions, MVC Environmental, Dukane and U.S. Gas were due to the capitalization of PIK interest totaling $1,865,633.  The Valuation Committee also decreased the fair value of the Company’s investments in: Custom Alloy second lien and unsecured loans by a total of approximately $2.9 million, Tekers common stock by $41,000 and loan by approximately $28,000, BAC common stock by approximately $72,000, Centile equity interest by $17,000, Initials loan by approximately $32,000, JSC Tekers preferred stock by approximately $1.0 million, MVC Automotive equity interest by approximately $448,000, SGDA Europe equity interest by approximately $245,000, Biogenic warrant and loans by a total of approximately $5.5 million and the MVC Private Equity Fund L.P. general partnership interest and limited partnership interest in the PE Fund by a total of approximately $356,000.

 

During the quarter ended October 31, 2016, the Valuation Committee increased the fair value of the Company’s investments in: Advantage preferred stock by approximately $195,000, Custom Alloy second lien loan by approximately $256,000, Foliofn preferred stock by approximately $240,000, Legal Solutions loan by approximately $1,000, Morey’s loan by approximately $415,000, Turf guarantee by approximately $9,000, U.S. Gas preferred stock series I by $9.6 million, MVC Private Equity Fund L.P. general partnership interest and limited partnership interest in the PE Fund by a total of approximately $1.9 million, RuMe warrant by approximately $718,000 and the Biogenic loans by a total of approximately $3.2 million.  The Valuation Committee also increased the Ohio Medical escrow by approximately $364,000 that was recorded as a realized gain.  In addition, increases in the cost basis and fair value of the loans to Vestal, HTI, Legal Solutions, MVC Environmental, Dukane and U.S. Gas were due to the capitalization of PIK interest totaling $402,287.  The Valuation Committee also decreased the fair value of the Company’s investments in: BAC common stock by approximately $298,000, Centile equity interest by $50,000, Custom Alloy unsecured loan by approximately $32,000, Initials loan by approximately $35,000, JSC Tekers preferred stock by approximately $139,000, MVC Automotive equity interest by approximately $1.7 million, RuMe common stock by $240,000, series C preferred stock by $1.1 million, series B-1 preferred stock by $158,000 and guarantee by approximately $278,000, Security Holdings equity interest by $7.0 million, SGDA Europe equity interest by approximately $1.4 million, Turf loan by approximately $2,000, Vestal loan by approximately $72,000, common stock by approximately $35,000 and warrants by approximately $21,000 and MVC Environmental common stock by $1.5 million.

 

During the fiscal year ended October 31, 2016, the Valuation Committee increased the fair value of the Company’s investments in: Turf guarantee by approximately $27,000, RuMe series B-1 preferred stock by $349,000 and warrant by approximately $718,000, Agri-Carriers loan by approximately $95,000, Thunderdome loan by $30,000, U.S. Tech loan by $50,000, Vestal loan by approximately $57,000, common stock by approximately $427,000 and warrants by approximately

 

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$438,000, U.S. Gas preferred stock series I by $5.7 million, Advantage preferred stock by approximately $289,000, Foliofn preferred stock by approximately $344,000, MVC Private Equity Fund L.P. general partnership interest and limited partnership interest in the PE Fund by a total of approximately $3.3 million, NPWT preferred stock by $4,000, Centile equity interest by $474,000, RX loan by approximately $230,000 and SCSD common stock by $750,000.  In addition, increases in the cost basis and fair value of the loans to Biogenic, Custom Alloy, Morey’s, Vestal, Agri-Carriers, RX, Legal Solutions, Initials, MVC Environmental, Dukane and U.S. Gas were due to the capitalization of PIK interest totaling $7,100,750.  The Valuation Committee also decreased the fair value of the Company’s investments in: Custom Alloy second lien and unsecured loans by a total of approximately $6.5 million, MVC Automotive equity interest by approximately $2.7 million, RuMe common stock by approximately $384,000, series C preferred stock by $632,000 and guarantee by approximately $278,000, SGDA Europe equity interest by approximately $4.8 million, Tekers common stock by $342,000 and loan by approximately $28,000, Initials loan by approximately $65,000, Turf loan by approximately $107,000, MVC Environmental common stock by $1.5 million, Security Holdings equity interest by $10.4 million, JSC Tekers preferred stock by approximately $1.3 million and common stock by $4,000, Biogenic warrant and loans by a total of approximately $2.4 million, Morey’s loan by approximately $323,000, Legal Solutions loan by approximately $129,000, BAC common stock by approximately $500,000 and the Ohio Medical escrow by approximately $534,000 that was recorded as a realized loss.

 

At October 31, 2016, the fair value of all portfolio investments, exclusive of U.S. Treasury obligations and escrow receivables, was $360.1 million with a cost basis of $374.7 million.  At October 31, 2016, the fair value and cost basis of Legacy Investments was $5.9 million and $23.8 million, respectively, and the fair value and cost basis of portfolio investments made by the Company’s current management team was $354.2 million and $350.9 million, respectively.  At October 31, 2015, the fair value of all portfolio investments, exclusive of U.S. Treasury obligations and escrow receivables, was $400.9 million with a cost basis of $443.7 million.  At October 31, 2015, the fair value and cost basis of the Legacy Investments was $5.6 million and $23.8 million, respectively, and the fair value and cost basis of portfolio investments made by the Company’s current management team was $395.3 million and $419.9 million, respectively.

 

10.          Commitments and Contingencies

 

Commitments to/for Portfolio Companies

 

At October 31, 2017 and October 31, 2016, the Company’s existing commitments to portfolio companies consisted of the following:

 

Portfolio Company

 

Amount Committed

 

Amount Funded at October 31, 2017

 

MVC Private Equity Fund LP

 

$20.1 million

 

$14.6 million

 

Total

 

$20.1 million

 

$14.6 million

 

 

Portfolio Company

 

Amount Committed

 

Amount Funded at October 31, 2016

 

MVC Private Equity Fund LP

 

$20.1 million

 

$14.6 million

 

Total

 

$20.1 million

 

$14.6 million

 

 

Guarantees:

 

At October 31, 2017 and October 31, 2016, the Company had the following commitments to guarantee various loans and mortgages:

 

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Guarantee

 

Amount Committed

 

Amount Funded at October 31, 2017

 

MVC Automotive

 

$6.0 million

 

 

RuMe

 

$1.0 million

 

 

Total

 

$7.0 million

 

 

 

Guarantee

 

Amount Committed

 

Amount Funded at October 31, 2016

 

MVC Automotive

 

$6.3 million

 

 

RuMe

 

$1.0 million

 

 

Turf

 

$1.0 million

 

 

Total

 

$8.3 million

 

 

 

ASC 460, Guarantees, requires the Company to estimate the fair value of the guarantee obligation at its inception and requires the Company to assess whether a probable loss contingency exists in accordance with the requirements of ASC 450, Contingencies.  At October 31, 2017, the Valuation Committee estimated the combined fair values of the guarantee obligations noted above to be approximately -$551,000 or a liability of approximately $551,000.

 

These guarantees are further described below, together with the Company’s other commitments.

 

On January 16, 2008, the Company agreed to support a 4.0 million Euro mortgage for a Ford dealership owned and operated by MVC Automotive through making financing available to the dealership and agreeing under certain circumstances not to reduce its equity stake in MVC Automotive.  Over time, Erste Bank, the bank extending the mortgage to MVC Automotive, increased the amount of the mortgage. The balance of the guarantee as of October 31, 2017 is approximately 5.2 million Euro (equivalent to approximately $6.0 million).

 

The Company guaranteed $1.0 million of Turf’s indebtedness to Berkshire Bank.  On March 7, 2017, the Company exchanged its shares of MVC Turf, the holding company which owned the Company’s LLC interest in Turf Products, for approximately $3.8 million of additional subordinated debt in Turf Products.  The Company’s guarantee was retired as a part of this recapitalization.

 

The Company guaranteed $1.0 million of RuMe’s indebtedness to Colorado Business Bank, which had a fair value of approximately -$197,000 or a liability of $197,000 as of October 31, 2017.  On September 22, 2017, the Company provided RuMe an additional $2.0 million letter of credit which had a fair value of approximately -$345,000 or a liability of $345,000 as of October 31, 2017.  The $2.0 million letter of credit is collateralized by the Company’s Credit Facility III (defined below).  During the fiscal year ended October 31, 2016, the Company agreed to cash collateralize a $300,000 third party letter of credit for RuMe, which is still a commitment of the Company as of October 31, 2017.

 

On October 29, 2010, through MVC Partners and MVCFS, the Company committed to invest approximately $20.1 million in the PE Fund, for which an indirect wholly-owned subsidiary of the Company serves as GP.  The PE Fund closed on approximately $104 million of capital commitments.  During the fiscal year ended October 31, 2012 and thereafter, MVC Partners was consolidated with the operations of the Company as MVC Partners’ limited partnership interest in the PE Fund is a substantial portion of MVC Partners operations.  The investment period related to the PE Fund has ended.  Additional capital may be called for follow-on investments in existing portfolio companies of the PE Fund or to pay operating expenses of the PE Fund until the

 

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partnership is terminated.  During the fiscal year ended October 31, 2017, the Company received proceeds of approximately $12.6 million from the PE Fund related to the sale of AccuMed Corp., a portfolio company of the PE Fund.  The Company’s pro-rata share of the PE Fund’s investment in AccuMed Corp. totaled approximately $2.4 million, resulting in a realized gain of approximately $10.2 million, including escrow distributions.  As of October 31, 2017, $14.6 million of the Company’s commitment has been contributed.

 

During the fiscal year ended October 31, 2016, the Company agreed to cash collateralize a $500,000 working capital line of credit for an entity partially owned by MVC Environmental provided by Branch Banking and Trust Company (“BB&T”).  During the fiscal year ended October 31, 2017, the cash collateral securing the MVC Environmental working capital line of credit was released and a new credit facility was entered into secured by a $1.0 million letter of credit.  The $1.0 million letter of credit is collateralized by the Company’s Credit Facility III (defined below) and had a fair value of approximately -$9,000 or a liability of $9,000 as of October 31, 2017.

 

Commitments of the Company

 

On February 19, 2013, the Company sold $70.0 million of senior unsecured notes (the “Senior Notes”) in a public offering.  The Senior Notes will mature on January 15, 2023 and may be redeemed in whole or in part at any time or from time to time at the Company’s option on or after April 15, 2016.  The Senior Notes bear interest at a rate of 7.25% per year payable quarterly on January 15, April 15, July 15, and October 15 of each year, beginning April 15, 2013.  The Company had also granted the underwriters a 30-day option to purchase up to an additional $10.5 million of Senior Notes to cover overallotments.  The additional $10.5 million in principal was purchased and the total principal amount of the Senior Notes totaled $80.5 million.  The net proceeds to the Company from the sale of the Senior Notes, after offering expenses, were approximately $77.4 million.  The offering expenses incurred are amortized over the term of the Senior Notes.

 

On February 26, 2013, the Company received the funds related to the Senior Notes offering, net of expenses, and subsequently repaid the credit facility (the “Credit Facility”) with Guggenheim as administrative agent for the lenders in full, including all accrued interest.  The Company used the excess net proceeds after the repayment of the Credit Facility for general corporate purposes, including, for example, investing in portfolio companies according to our investment objective and strategy, repurchasing shares pursuant to the share repurchase program adopted by our Board of Directors, funding distributions, and/or funding the activities of our subsidiaries.

 

On May 3, 2013, the Company sold approximately $33.9 million of additional Senior Notes in a direct offering.  The additional Senior Notes will also mature on January 15, 2023 and may be redeemed in whole or in part at any time or from time to time at the Company’s option on or after April 15, 2016.  The Notes bear interest at a rate of 7.25% per year payable quarterly on January 15, April 15, July 15, and October 15 of each year.  As of October 31, 2017, the Senior Notes had a total outstanding amount of approximately $114.4 million; net of deferred financing fees the balance was approximately $112.6 million, with a market value of approximately $116.0 million. The market value of the Senior Notes is based on the closing price of the security as of October 31, 2017 on the New York Stock Exchange (NYSE:MVCB).  See “Subsequent Events” for more information.

 

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On July 31, 2013, the Company entered into a one-year, $50 million revolving credit facility (“Credit Facility II”) with BB&T. On January 31, 2014, Credit Facility II was increased to a $100 million revolving credit facility.  On December 1, 2015, Credit Facility II was renewed and expired on May 31, 2016, at which time all outstanding amounts under it were due and repaid.  On June 30, 2016, Credit Facility II was renewed and reduced to a $50 million revolving credit facility, which expired on February 28, 2017, as of which time all outstanding amounts under it were due and repaid.  On February 28, 2017, Credit Facility II was renewed and increased to a $100 million revolving credit facility and expired on August 31, 2017.  On August 31, 2017, Credit Facility II was renewed and decreased to a $25 million revolving credit facility, which expires on August 31, 2018.  There was no change to the interest rate or unused fee on the revolving credit facility. The Company paid closing costs associated with this transaction of $62,500.  At October 31, 2016, the balance of Credit Facility II was $35.0 million.  During the fiscal year ended October 31, 2017, the Company’s net repayments on Credit Facility II were $35.0 million, resulting in no outstanding balance at October 31, 2017.  Credit Facility II is used to provide the Company with better overall financial flexibility in managing its investment portfolio.  Borrowings under Credit Facility II bear interest at LIBOR plus 125 basis points.  In addition, the Company is also subject to a 25 basis point commitment fee for the average amount of Credit Facility II that is unused during each fiscal quarter.  The Company paid closing fees, legal and other costs associated with these transactions.  These costs will be amortized over the life of the facility.  Borrowings under Credit Facility II will be secured by cash, short-term and long-term U.S. Treasury securities and other governmental agency securities.  As of October 31, 2017, the Company was in compliance with all covenants related to Credit Facility II.

 

On December 9, 2015, the Company entered into a three-year, $50 million revolving borrowing base credit facility (“Credit Facility III”) with Santander Bank N.A. as a lender and lead agent and Wintrust Bank as a lender and syndication agent.  As of October 31, 2016 and October 31, 2017, there was no outstanding balance on Credit Facility III.  Credit Facility III can, under certain conditions, be increased up to $85 million.  The new facility bears an interest rate of LIBOR plus 3.75% or the prime rate plus 1% (at the Company’s option), and includes a 1% closing fee of the commitment amount and a 0.75% unused fee.  The compensating balance for the revolving credit facility is $5.0 million, which is reflected as restricted cash on the Company’s Consolidated balance Sheets.  As of October 31, 2017, the Company was in compliance with all covenants related to Credit Facility III.

 

The Company enters into contracts with portfolio companies and other parties that contain a variety of indemnifications. The Company’s maximum exposure under these arrangements is unknown. However, the Company has not experienced claims or losses pursuant to these contracts and believes the risk of loss related to indemnifications to be remote.

 

11.                               Certain Issuances of Equity Securities by the Issuer and Share Repurchase Program

 

On April 3, 2013, the Company’s Board of Directors authorized an expanded share repurchase program to opportunistically buy back shares in the market in an effort to narrow the market discount of its shares.  The previously authorized $5 million limit has been eliminated.  Under the repurchase program, shares may be repurchased from time to time at prevailing market prices. The repurchase program does not obligate the Company to acquire any specific number of shares and may be discontinued at any time.  The following table represents open-market purchases made under our stock repurchase program for the fiscal years ended October 31, 2013 through fiscal year ended October 31, 2017.  There were no open-market repurchases made during the fiscal year ended October 31, 2017.

 

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Total Number of Shares

 

 

 

 

 

 

 

Average Price Paid per

 

Purchased as Part of

 

Approximate Dollar Value

 

 

 

Total Number of Shares

 

Share including

 

Publicly Announced

 

of Shares Purchased Under

 

Period *

 

Purchased

 

commission

 

Program

 

the Program

 

For the Year Ended October 31, 2013

 

1,299,294

 

$

12.83

 

1,299,294

 

$

16,673,207

 

For the Year Ended October 31, 2014

 

310,706

 

$

13.24

 

1,610,000

 

$

4,114,967

 

For the Year Ended October 31, 2015

 

 

 

1,610,000

 

 

For the Year Ended October 31, 2016

 

146,409

 

$

8.31

 

1,756,409

 

$

1,216,746

 

For the Year Ended October 31, 2017

 

 

 

 

 

Total

 

1,756,409

 

$

12.53

 

1,756,409

 

$

22,004,920

 

 


*Disclosure covering repurchases will be made through quarterly and annual reports filed with the SEC going forward.  MVC Capital’s website will no longer contain the monthly repurchase information.

 

TENDER OFFER

 

On July 21, 2017, the Company commenced a modified “Dutch Auction” tender offer (the “Tender Offer”) to purchase up to $15 million of its common stock at a price per share not less than $10.00 and not greater than $11.00 in $0.20 increments. The Company’s Tender Offer expired at 5:00 p.m., New York City time, on August 18, 2017. A total of 3,634,597 shares of the Company’s common stock were properly tendered and not properly withdrawn at or below a purchase price of $10.40 per share. In accordance with the terms and conditions of the Tender Offer, the Company accepted for payment, on a pro rata basis, at a purchase price of $10.40, 1,442,307 shares properly tendered at or below the purchase price and not properly withdrawn before the expiration date, at an aggregate cost of approximately $15.0 million, excluding fees and expenses relating to the Tender Offer.

 

On October 23, 2017, the Company’s Board of Directors authorized a cash tender offer to commence in November 2017 to purchase up to $25 million of its common stock.  The offer price per share will be determined prior to commencement of the offer based upon market and other factors. See “Subsequent Events” for more information.  See “Subsequent Events” for more information.

 

12.                               Tax Matters

 

Return of Capital Statement of Position (ROCSOP) Adjustment: During the year ended October 31, 2017, the Company recorded a reclassification for permanent book to tax differences. These differences were primarily due to reclassifications related to an investment in a partnership, an investment in a controlled foreign corporation and foreign currency transactions. These differences resulted in a net decrease in accumulated income of $81,332 and an increase in accumulated net realized gain of $81,332. This reclassification had no effect on net assets.

 

Distributions to Shareholders: The table presented below includes MVC Capital, Inc. only. The Company’s wholly-owned subsidiary MVC Financial Services, Inc. (““MVCFS”) has not been included. As of October 31, 2017, the components of accumulated earnings/ (deficit) on a tax basis were as follows:

 

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Tax Basis Accumulated Earnings (Deficit)

 

Accumulated capital and other losses

 

$

(997,548

)

Undistributed Net investment Income

 

507,034

 

Undistributed Long-Term Capital Gain

 

 

 

 

 

 

Gross unrealized appreciation

 

59,057,207

 

Gross unrealized depreciation

 

(94,633,838

)

 

 

 

 

Net unrealized depreciation

 

$

(35,576,631

)

 

 

 

 

Total tax basis accumulated earnings

 

(36,067,145

)

Tax cost of investments

 

328,674,213

 

 

Current year distributions to shareholders on a tax basis:

 

Ordinary income

 

12,302,465

 

Long Term Capital Gain

 

 

 

The Company designated as long-term capital gain dividend, pursuant to Internal Revenue Code Section 852(b)(3), the amount necessary to reduce the earnings and profits of the Company related to net capital gain to zero for the tax year ended October 31, 2017.

 

Prior year distributions to shareholders on a tax basis:

 

Ordinary income

 

10,850,474

 

Long Term Capital Gain

 

5,248,764

 

 

On October 31, 2017, the Company had a capital loss carryforward which could be used to offset future gains of:

 

 

 

Capital Loss

 

 

 

 

 

Carryforward

 

Expiration

 

Short-Term Capital Loss Carryforward

 

$

889,676

 

Indefinite

 

Long-Term Capital Loss Carryforward

 

$

97,872

 

Indefinite

 

 

Qualified Dividend Income Percentage

 

The Company designated 56.50% of dividends declared and paid during the year ending October 31, 2017 from net investment income as qualified dividend income under the Jobs Growth and Tax Relief Reconciliation Act of 2003.

 

Corporate Dividends Received Deduction Percentage

 

Corporate shareholders may be eligible for the dividends received deduction for certain ordinary income distributions paid by the Company. The Company designated 54.11% of dividends declared and paid during the year ending October 31, 2017 from net investment income as qualifying for the dividends received deduction. The deduction is a pass through of dividends paid by domestic corporations (i.e. only equities) subject to taxation.

 

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Qualified Interest Related Dividends Percentage

 

The Company designated 67.21% of dividends declared and paid during the year ending October 31, 2017 from net investment income as interest related dividends under Internal Revenue Code Section 871(k)(1)(c).

 

Short-Term Capital Gain Dividends Percentage

 

The Company designated 0% of dividends declared and paid during the year ending October 31, 2017 from ordinary income as short-term capital gain dividends under Internal Revenue Code Section 871(k)(2)(c).

 

13.                               Income Taxes

 

The Company’s wholly-owned subsidiary MVCFS is subject to federal and state income tax. For the fiscal year ended October 31, 2017, the Company recorded a tax provision of $1,920. For the fiscal year ended October 31, 2016, the Company recorded a tax provision of $1,884. For the fiscal year ended October 31, 2015, the Company recorded a tax provision of $1,756. The provision for income taxes was comprised of the following:

 

 

 

Fiscal Year ended

 

 

 

October 31, 2017

 

October 31, 2016

 

October 31, 2015

 

Current tax (benefit) expense:

 

 

 

 

 

 

 

Federal

 

$

 

$

 

$

 

State

 

1,920

 

1,884

 

1,756

 

Total current tax (benefit) expense

 

1,920

 

1,884

 

1,756

 

 

 

 

 

 

 

 

 

Deferred tax expense (benefit):

 

 

 

 

 

 

 

Federal

 

 

 

 

State

 

 

 

 

Total deferred tax expense (benefit)

 

 

 

 

 

 

 

 

 

 

 

 

Total tax (benefit) provision

 

$

1,920

 

$

1,884

 

$

1,756

 

 

The following table summarizes the significant differences between the U.S. federal statutory tax rate and the Company’s effective tax rate for financial statement purposes for the fiscal years ended October 31, 2017, 2016 and 2015:

 

 

 

Fiscal Year Ended

 

 

 

October 31,
2017

 

October 31,
2016

 

October 31,
2015

 

Federal income tax benefit at statutory rate

 

$

(666,741

)

$

(453,199

)

$

(1,260,679

)

State income taxes

 

(161,235

)

(106,937

)

(300,955

)

Other

 

(537

)

(413

)

735

 

Net change to valuation allowance

 

830,433

 

562,433

 

1,562,655

 

 

 

$

1,920

 

$

1,884

 

$

1,756

 

 

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The Company generated a net operating loss of approximately $2.0 million in the current year for federal and New York state purposes.  The net operating loss will be carried forward to offset federal taxable income in future years.  As of October 31, 2017, the Company has the following NOL available to be carried forward:

 

NOL - 
Federal

 

NOL – New York 
State

 

Fiscal Year of 
NOL

 

Expiration

 

 

 

 

 

 

 

 

 

$

1,411,365

 

$

2,284,298

 

October 31, 2008

 

October 31, 2028

 

$

2,585,262

 

$

2,780,861

 

October 31, 2009

 

October 31, 2029

 

$

3,969,891

 

$

3,968,135

 

October 31, 2010

 

October 31, 2030

 

$

5,287,728

 

$

5,284,207

 

October 31, 2011

 

October 31, 2031

 

$

3,659,424

 

$

3,656,073

 

October 31, 2012

 

October 31, 2032

 

$

2,639,679

 

$

2,637,924

 

October 31, 2013

 

October 31, 2033

 

$

4,385,935

 

$

4,384,181

 

October 31, 2014

 

October 31, 2034

 

$

3,834,053

 

$

3,832,297

 

October 31, 2015

 

October 31, 2035

 

$

1,025,839

 

$

1,023,955

 

October 31, 2016

 

October 31, 2036

 

$

1,903,162

 

$

1,901,242

 

October 31, 2017

 

October 31, 2037

 

 

Due to the uncertainty surrounding the ultimate utilization of these net operating losses, the Company has recorded a 100% valuation allowance against its federal and state net deferred tax assets totaling approximately $10,517,591 and $2,661,146 respectively.

 

Deferred income tax balances for MVCFS reflect the impact of temporary difference between the carrying amount of assets and liabilities and their tax bases and are stated at tax rates expected to be in effect when taxes are actually paid or recovered. The components of our deferred tax assets and liabilities for MVCFS as of October 31, 2017, October 31, 2016 and October 31, 2015 were as follows:

 

 

 

October 31, 2017

 

October 31, 2016

 

October 31, 2015

 

Deferred tax assets:

 

 

 

 

 

 

 

Deferred revenues

 

$

120,094

 

$

190,018

 

$

37,718

 

Net operating loss

 

13,080,659

 

12,228,831

 

11,793,832

 

Others

 

(22,016

)

(117,383

)

(95,136

)

Total deferred tax assets

 

$

13,178,737

 

$

12,301,466

 

$

11,736,414

 

 

 

 

 

 

 

 

 

Valuation allowance on Deferred revenues and Net operating loss

 

$

(13,178,737

)

$

(12,301,466

)

$

(11,736,414

)

 

 

 

 

 

 

 

 

Net deferred tax assets

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

Deferred tax liabilities:

 

 

 

 

 

 

 

Deferred tax liabilities

 

 

 

 

Total deferred tax liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Net deferred taxes

 

$

 

$

 

$

 

 

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14.                               Segment Data

 

The Company’s reportable segments are its investing operations as a business development company, MVC Capital, which includes MVC Cayman and MVC Turf.  MVCFS, a wholly-owned subsidiary that provides advisory, administrative and other services to the Company and its portfolio companies, is also included.

 

The following table presents book basis segment data for the fiscal year ended October 31, 2017:

 

 

 

MVC

 

MVCFS

 

Consolidated

 

 

 

 

 

 

 

 

 

Interest and dividend income

 

$

17,269,250

 

$

3,931

 

$

17,273,181

 

Fee income

 

167,823

 

1,515,252

 

1,683,075

 

Fee income - asset management

 

 

1,137,844

 

1,137,844

 

Other Income

 

 

10,000

 

10,000

 

Total operating income

 

17,437,073

 

2,667,027

 

20,104,100

 

 

 

 

 

 

 

 

 

Total operating expenses

 

21,619,559

 

5,791,045

 

27,410,604

 

Less: Waivers by Adviser

 

(676,838

)

(1,032,764

)

(1,709,602

)

Total net operating expenses

 

20,942,721

 

4,758,281

 

25,701,002

 

 

 

 

 

 

 

 

 

Net operating loss before taxes

 

(3,505,648

)

(2,091,254

)

(5,596,902

)

 

 

 

 

 

 

 

 

Tax expense

 

 

1,920

 

1,920

 

Net operating loss

 

(3,505,648

)

(2,093,174

)

(5,598,822

)

 

 

 

 

 

 

 

 

Net realized gain on investments

 

89,642,778

 

252,853

 

89,895,631

 

Net unrealized depreciation on investments

 

(56,850,208

)

(122,602

)

(56,972,810

)

Net increase (decrease) in net assets resulting from operations

 

$

29,286,922

 

$

(1,962,923

)

$

27,323,999

 

 

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The following table presents book basis segment data for the fiscal year ended October 31, 2016:

 

 

 

MVC

 

MVCFS

 

Consolidated

 

 

 

 

 

 

 

 

 

Interest and dividend income

 

$

32,692,958

 

$

4,771

 

$

32,697,729

 

Fee income

 

50,117

 

3,204,833

 

3,254,950

 

Fee income - asset management

 

 

1,414,205

 

1,414,205

 

Total operating income

 

32,743,075

 

4,623,809

 

37,366,884

 

 

 

 

 

 

 

 

 

Total operating expenses

 

13,780,668

 

7,304,046

 

21,084,714

 

Less: Waivers by Adviser

 

(1,779,408

)

(1,268,052

)

(3,047,460

)

Total net operating expenses

 

12,001,260

 

6,035,994

 

18,037,254

 

 

 

 

 

 

 

 

 

Net operating income (loss) before taxes

 

20,741,815

 

(1,412,185

)

19,329,630

 

 

 

 

 

 

 

 

 

Tax expense

 

 

1,884

 

1,884

 

Net operating income (loss)

 

20,741,815

 

(1,414,069

)

19,327,746

 

 

 

 

 

 

 

 

 

Net realized loss on investments

 

(45,157,415

)

 

(45,157,415

)

Net unrealized appreciation on investments

 

28,548,598

 

79,246

 

28,627,844

 

Net increase (decrease) in net assets resulting from operations

 

$

4,132,998

 

$

(1,334,823

)

$

2,798,175

 

 

The following table presents book basis segment data for the fiscal year ended October 31, 2015:

 

 

 

MVC

 

MVCFS

 

Consolidated

 

 

 

 

 

 

 

 

 

Interest and dividend income

 

$

20,402,332

 

$

72

 

$

20,402,404

 

Fee income

 

 

2,047,657

 

2,047,657

 

Fee income - asset management

 

 

1,248,721

 

1,248,721

 

Total operating income

 

20,402,332

 

3,296,450

 

23,698,782

 

 

 

 

 

 

 

 

 

Total operating expenses

 

7,488,126

 

7,062,084

 

14,550,210

 

Less: Waivers by Adviser

 

(150,000

)

 

(150,000

)

Total net operating expenses

 

7,338,126

 

7,062,084

 

14,400,210

 

 

 

 

 

 

 

 

 

Net operating income (loss) before taxes

 

13,064,206

 

(3,765,634

)

9,298,572

 

 

 

 

 

 

 

 

 

Tax expense

 

 

1,756

 

1,756

 

Net operating income (loss)

 

13,064,206

 

(3,767,390

)

9,296,816

 

 

 

 

 

 

 

 

 

Net realized gain on investments

 

3,700,260

 

 

3,700,260

 

Net unrealized (depreciation) appreciation on investments

 

(50,615,250

)

57,754

 

(50,557,496

)

Net decrease in net assets resulting from operations

 

$

(33,850,784

)

$

(3,709,636

)

$

(37,560,420

)

 

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15.                               Selected Quarterly Data (unaudited)

 

 

 

2017

 

2016

 

2015

 

 

 

Qtr 4

 

Qtr 3

 

Qtr 2

 

Qtr 1

 

Qtr 4

 

Qtr 3

 

Qtr 2

 

Qtr 1

 

Qtr 4

 

Qtr 3

 

Qtr 2

 

Qtr 1

 

 

 

(In thousands, except per share data)

 

Quarterly Data (Unaudited):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total operating income

 

$

5,490

 

$

7,305

 

$

3,929

 

$

3,380

 

$

5,417

 

$

8,005

 

$

15,855

 

$

8,090

 

$

6,046

 

$

7,524

 

$

5,273

 

$

4,856

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Management fee

 

1,335

 

1,393

 

1,696

 

1,814

 

1,721

 

1,932

 

1,958

 

1,979

 

1,900

 

1,899

 

2,066

 

1,980

 

Portfolio fees - asset management

 

148

 

146

 

138

 

177

 

183

 

185

 

186

 

187

 

187

 

189

 

187

 

204

 

Management fee - asset management

 

67

 

67

 

49

 

62

 

72

 

60

 

86

 

101

 

85

 

77

 

(18

)

16

 

Administrative

 

983

 

804

 

1,172

 

1,474

 

802

 

1,319

 

1,174

 

958

 

1,685

 

1,136

 

1,325

 

1,159

 

Interest, fees and other borrowing costs

 

2,495

 

2,649

 

2,606

 

2,538

 

2,598

 

2,488

 

2,497

 

2,629

 

2,532

 

2,627

 

2,616

 

2,455

 

Net Incentive compensation

 

(1,224

)

5,077

 

985

 

760

 

577

 

(1,512

)

1,135

 

(2,230

)

(771

)

(3,404

)

(3,462

)

(2,120

)

Total waiver by adviser

 

(372

)

(386

)

(461

)

(491

)

(467

)

(521

)

(1,527

)

(532

)

(37

)

(38

)

(37

)

(38

)

Tax expense

 

1

 

 

 

1

 

1

 

 

1

 

 

 

1

 

1

 

 

Net operating income (loss) before net realized and unrealized gains

 

2,057

 

(2,445

)

(2,256

)

(2,955

)

(70

)

4,054

 

10,345

 

4,998

 

465

 

5,037

 

2,595

 

1,200

 

Net (decrease) increase in net assets resulting from operations

 

$

(4,028

)

$

23,906

 

$

3,069

 

$

4,377

 

$

5,279

 

$

(3,536

)

$

6,046

 

$

(4,991

)

$

(2,045

)

$

(13,959

)

$

(11,813

)

$

(9,743

)

Net (decrease) increase in net assets resulting from operations per share

 

$

(0.17

)

$

1.06

 

$

0.14

 

$

0.19

 

$

0.23

 

$

(0.16

)

$

0.26

 

$

(0.21

)

$

(0.10

)

$

(0.61

)

$

(0.52

)

$

(0.43

)

Net asset value per share

 

$

13.24

 

$

13.38

 

$

12.45

 

$

12.45

 

$

12.39

 

$

12.27

 

$

12.56

 

$

12.43

 

$

12.95

 

$

13.18

 

$

13.93

 

$

14.58

 

 

16.                               Significant Subsidiaries

 

We have determined that the following unconsolidated portfolio companies met the applicable conditions of significant subsidiary for the periods indicated: MVC Automotive for the fiscal year ended October 31, 2017; MVC Automotive, Tekers, Turf and Equus for the fiscal year ended October 31, 2016; and MVC Automotive and Ohio Medical for the fiscal year ended October 31, 2015.  During the fiscal year ended October 31, 2017, the Company sold its controlling stakes in Turf and Tekers and it no longer has a controlling stake in Turf or Tekers as of October 31, 2017, as a result only September 30, 2016 and September 30, 2015 financial information is included below with respect to these entities.  During the fiscal year ended October 31, 2016, the Company sold its investment in Ohio Medical, as a result only September 30, 2015 financial information is included below.

 

The financial information presented below for MVC Automotive as well as for Tekers, Equus and Ohio Medical, where applicable, includes summarized balance sheets as of September 30, 2017 (the last calendar quarter-end prior to October 31, 2017 for each of these companies), September 30, 2016 and September 30, 2015, and income statements for the period October 1, 2016 to September 30, 2017, October 1, 2015 to September 30, 2016 and October 1, 2014 to September 30, 2015.  The financial information presented below for Turf is based on their fiscal years ended October 31, 2016 and October 31, 2015.  The financial information below is based on unaudited financial statements and has been prepared and furnished by each portfolio company or derived from publicly available filings which, in any case, were not prepared by the Company.

 

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MVC Automotive

 

MVC Automotive

 

Tekers

 

Ohio Medical

 

MVC Automotive

 

Tekers

 

Balance Sheet

 

As of September 30,

 

As of September 30,

 

As of September 30,

 

As of September 30,

 

As of September 30,

 

As of September 30,

 

All numbers in thousands

 

2017

 

2016

 

2016

 

2015

 

2015

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Total current assets

 

$

48,217

 

$

44,954

 

$

27

 

$

19,813

 

$

48,358

 

$

42

 

Total non-current assets

 

24,938

 

23,953

 

1,015

 

98,638

 

31,443

 

1,090

 

Total Assets

 

$

73,155

 

$

68,907

 

$

1,042

 

$

118,451

 

$

79,801

 

$

1,132

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Sharholders Equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

$

54,859

 

$

50,637

 

$

623

 

$

9 ,597

 

$

61,465

 

$

549

 

Long-term liabilities

 

16,319

 

16,497

 

0

 

44,550

 

20,228

 

0

 

Shareholders Equity

 

1,977

 

1,773

 

419

 

64,304

 

(1,892

)

583

 

Total Liabilities and Shareholders Equity

 

$

73,155

 

$

68,907

 

$

1,042

 

$

118,451

 

$

79,801

 

$

1,132

 

 

 

 

Equus

 

Equus

 

Equus

 

Balance Sheet

 

As of September 30,

 

As of September 30,

 

As of September 30,

 

All numbers in thousands

 

2017

 

2016

 

2015

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

Investments in portfolio securities at fair value

 

$

29,274

 

$

27,665

 

$

19,593

 

Cash, cash equivilents, tempory cash investments and restricted cash

 

30,561

 

42,915

 

32,433

 

Other assets

 

1,106

 

1,156

 

834

 

Total assets

 

$

60,941

 

$

71,736

 

$

52,860

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

Borrowing under margin account

 

$

17,992

 

$

29,998

 

$

15,001

 

Other liabilities

 

950

 

232

 

207

 

Total Liabilities

 

$

18,942

 

$

30,230

 

$

15,208

 

 

 

 

 

 

 

 

 

Net Assets

 

$

41,999

 

$

41,506

 

$

37,652

 

 

 

 

Turf

 

Turf

 

Balance Sheet

 

As of October 31,

 

As of October 31,

 

All numbers in thousands

 

2016

 

2015

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

Total current assets

 

$

11,283

 

10,171

 

Total non-current assets

 

2,712

 

3,426

 

Total Assets

 

$

13,995

 

$

13,597

 

 

 

 

 

 

 

Liabilities and Sharholders Equity:

 

 

 

 

 

Current Liabilities

 

$

8,517

 

7,027

 

Long-term liablities

 

6,141

 

6,679

 

Shareholders Equity

 

(663

)

(109

)

Total Liablities and Shareholders Equity

 

$

13,995

 

13,597

 

 

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Table of Contents

 

 

 

MVC Automotive

 

MVC Automotive

 

Tekers

 

Ohio Medical

 

MVC Automotive

 

Tekers

 

 

 

For the Period from

 

For the Period from

 

For the Period from

 

For the Period from

 

For the Period from

 

For the Period from

 

Income Statement

 

October 1, 2016 to

 

October 1, 2015 to

 

October 1, 2015 to

 

October 1, 2014 to

 

October 1, 2014 to

 

October 1, 2014 to

 

All numbers in thousands

 

September 30, 2017

 

September 30, 2016

 

September 30, 2016

 

September 30, 2015

 

September 30, 2015

 

September 30, 2015

 

Net Sales & Revenue

 

$

173,687

 

$

165,790

 

$

 

$

49,217

 

$

185,664

 

$

 

Cost of Sales

 

159,183

 

149,531

 

104

 

25,576

 

175,211

 

109

 

Gross Margin

 

14,504

 

16,259

 

(104

)

23,641

 

10,453

 

(109

)

Operating Expenses

 

14,612

 

17,142

 

6

 

16,707

 

19,806

 

26

 

Operating Income

 

(108

)

(883

)

(110

)

6 ,934

 

(9,353

)

(135

)

Income Tax (Benefit)

 

210

 

89

 

0

 

633

 

(255

)

0

 

Interest Expense

 

1,366

 

1,485

 

43

 

4 ,445

 

1,862

 

67

 

Other Expenses (Income), Net

 

(611

)

(2,452

)

7

 

786

 

(95

)

58

 

Net Income (Loss)

 

$

(1,073

)

$

(5

)

$

(160

)

$

1,070

 

$

(10,865

)

$

(260

)

 

 

 

Equus

 

Equus

 

Equus

 

 

 

For the Period from

 

For the Period from

 

For the Period from

 

Income Statement

 

October 1, 2016 to

 

October 1, 2015 to

 

October 1, 2014 to

 

All numbers in thousands

 

September 30, 2017

 

September 30, 2016

 

September 30, 2015

 

 

 

 

 

 

 

 

 

Investment income

 

$

631

 

$

 778

 

$

760

 

Total expenses

 

4,581

 

2,846

 

3,600

 

Net investment loss

 

(3,950

)

(2,068

)

(2,840

)

Net realized gain (loss)

 

(9

)

(9

)

(2,483

)

Net change in unrealized appreciation (depreciation) of portfolio securities

 

2,535

 

5,648

 

6,433

 

Net change in unrealized depreciation of portfolio securities - related party

 

821

 

283

 

(1,062

)

Net increase (decrease) in net assets resulting from operations

 

$

(603

)

$

3,854

 

$

48

 

 

 

 

Turf

 

Turf

 

Income Statement

 

For the Year Ended

 

For the Year Ended

 

All numbers in thousands

 

October 31, 2016

 

October 31, 2015

 

 

 

 

 

 

 

Net Sales & Revenue

 

$

37,833

 

$

41,856

 

Cost of Sales

 

26,385

 

29,215

 

Gross Margin

 

11,448

 

12,641

 

Operating Expenses

 

10,466

 

10,057

 

Operating Income

 

982

 

2,584

 

Income Tax (Benefit)

 

22

 

0

 

Interest Expense

 

857

 

895

 

Other Expenses (Income), Net

 

0

 

(23

)

Net Income (Loss)

 

$

103

 

$

1,712

 

 

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17.                               Subsequent Events

 

On November 8, 2017, the Company loaned an additional $1.5 million to SCSD in the form of a senior secured loan.  The loan has an interest rate of 12% and a maturity date of November 7, 2020.

 

On November 15, 2017, the Company announced that it completed a public offering (the “November 15th Offering”) of $100,000,000 aggregate principal amount of its 6.25% senior notes due November 30, 2022 (the “Notes”). In addition, on November 20, 2017, the Company announced that the underwriters exercised an over-allotment option to purchase an additional $15 million in aggregate principal amount of Notes (together with the November 15th Offering, the “Note Offering”).  After deducting underwriting fees and discounts and estimated expenses, the Offering resulted in net proceeds to the Company of approximately $111.3 million.

 

On November 22, 2017, the Company announced the commencement of a modified “Dutch Auction” tender offer (the “TO”) to purchase up to $25 million of its common stock at a price per share not less than $10.40 and not greater than $11.00 in $0.10 increments. The TO expired at 5:00 p.m., New York City time, on December 21, 2017.  On December 22, 2017, the Company announced that, in accordance with the terms and conditions of the TO, the Company accepted for payment, at a purchase price of $10.90, 2,293,577 shares properly tendered at or below the purchase price, at an aggregate cost of $24,999,989.30, excluding fees and expenses relating to the TO.

 

On November 28, 2017, the Company restructured the Custom Alloy second lien loan and unsecured subordinated loan.  The second lien loan was restructured into a $3.5 million second lien loan with an interest rate of 10% and a maturity date of December 31, 2020, 6,500 shares of Series B Preferred Stock with a 10% PIK coupon and a maturity date of December 31, 2020 and 17,935 shares of Series C Preferred Stock.  The unsecured subordinated loan was restructured into 3,617 shares of Series A Preferred Stock with a 12% PIK coupon and a maturity date of April 30, 2020.

 

On December 19, 2017, the Board declared a dividend in the amount of $0.15 per share to be paid on January 8, 2018 to all shareholders of record of the Company as of the close of business on December 29, 2017.

 

On December 20, 2017, pursuant to the Order, each of the Company and the Private Fund co-invested in 5-year First Lien Notes issued by Essner Manufacturing.  The Company and the Private Fund invested $3.67 million and $1.3 million, respectively, in such notes (paying interest between 10.5% and 11.5% over the life of the notes). In accordance with the conditions of the Order, the Board, including a majority of the Independent Directors, approved, in advance, the Company’s investment in the loan.

 

On December 21, 2017, all of the issued and outstanding Senior Notes were redeemed by the Company.

 

On December 21, 2017, the Company loaned approximately $526,000 to Initials, increasing the senior subordinated loan amount to approximately $5.3 million.

 

On December 22, 2017, the Company loaned $1.4 million to Turf in the form of a third lien loan.  The loan has an interest rate of 10% and a maturity date of August 7, 2020.

 

On December 28, 2017, pursuant to the Order, each of the Company and the Private Fund co-invested in Second Lien Notes issued by Black Diamond Equipment Rental.  The Company and the

 

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Private Fund invested $7.5 million and $2.5 million, respectively, in such notes with an interest rate of 12.5% and a maturity date of June 27, 2022. The Company and the Private Fund each received a warrant related to this investment.  In accordance with the conditions of the Order, the Board, including a majority of the Independent Directors, approved, in advance, the Company’s investment in the loan.

 

The Company is currently assessing the impact of the Tax Cuts and Jobs Act (“the Act”) and has not yet made any determination as to the effects, if any, that it may have on the Company’s financial position and results of operations, including the impact the Act may have on the inputs used by the Company in the analysis of the fair value of it’s portfolio investments using the income or market approach.

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Board of Directors and Shareholders

MVC Capital, Inc.

 

We have audited the accompanying consolidated balance sheets of MVC Capital, Inc. (a Delaware corporation) and subsidiaries (the “Company”), including the consolidated schedule of investments, as of October 31, 2017 and 2016, and the related consolidated statements of operations, cash flows, changes in net assets, and selected per share data and ratios for each of the three years in the period ended October 31, 2017.  Our audit of the basic consolidated financial statements included the financial statement schedule listed in the index appearing under Item 15(a)(2).  These financial statements and financial statement schedule are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  Our procedures included confirmation of securities owned as of October 31, 2017 and 2016 by correspondence with the custodians and directly with the portfolio companies, as applicable.  We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of MVC Capital, Inc. and subsidiaries as of October 31, 2017 and 2016, and the results of their operations, cash flows, changes in net assets, and their selected per share data and ratios for each of the three years in the period ended October 31, 2017 in conformity with accounting principles generally accepted in the United States of America.  Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of October 31, 2017, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated January 16, 2018 expressed an unqualified opinion thereon.

 

 

/s/ GRANT THORNTON LLP

 

 

New York, New York

January 16, 2018

 

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Item 9.                                                         CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.

 

ITEM 9A.                                       CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Management with the participation of the individual who performs the functions of the Principal Executive Officer (the “CEO”) and the individual who performs the functions of a Principal Financial Officer (the “CFO”), has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended as of the end of the period covered by this report. Based upon that evaluation, management has concluded that the Company’s disclosure controls and procedures are effective as of the end of the period covered by this report.

 

There has been no change in the Company’s internal control over financial reporting that occurred during the fourth quarter of 2017, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Board of Directors and Shareholders

MVC Capital, Inc.

 

We have audited the internal control over financial reporting of MVC Capital, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of October 31, 2017, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

 

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of October 31, 2017, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements of the Company as of and for the year ended October 31, 2017, and our report dated January 16, 2018 expressed an unqualified opinion on those financial statements.

 

/s/ Grant Thornton LLP

 

 

New York, New York

January 16, 2018

 

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ITEM 9B.                                       OTHER INFORMATION

 

None.

 

PART III

 

Item 10.                                                  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

 

Information regarding the directors and the officers of the Fund, including brief biographical information, as of January 1, 2018, is set forth below.

 

(1)
Name, Address
and Age

 

(2)
Positions(s)
Held with
the Fund

 

(3)
Term
of Office/
Length of Time
Served

 

(4)
Principal Occupation(s)
During Past 5 Years

 

(5)
Number
of Portfolios
in Fund Complex
Overseen by
Director or
Nominee for
Director

 

(6)
Other
Directorships
Held by Director
or Nominee for
Director During
Past 5 Years

Nominees for
Independent Directors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Emilio Dominianni
287 Bowman Avenue
2nd Floor
Purchase, NY 10577
Age: 86

 

Director

 

1 year/14 years, 10 months

 

Mr. Dominianni is a retired Partner of, and was Special Counsel to, Coudert Brothers LLP, a law firm. He is currently a director of Stamm International Corporation, Powrmatic Inc., and Powrmatic of Canada Ltd., manufacturers and distributors of heating, ventilating, and air conditioning equipment.

 

None(1)

 

See column 4

 

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Phillip Goldstein
287 Bowman Avenue
2
nd Floor
Purchase, NY 10577
Age: 72

 

Director

 

1 year/5 years, 3 months

 

Mr. Goldstein is a principal of Bulldog Holdings, LLC, the owner of several entities serving as the general partner of several investment partnerships in the Bulldog Investors group of private funds, and the owner of Kimball & Winthrop, LLC, the managing general partner of Bulldog Investors General Partnership, since 2012; additionally, Mr. Goldstein is a principal of Bulldog Investors, LLC, the investment adviser for Special Opportunities Fund and several private investment funds, since 2009. Mr. Goldstein is (or was previously) a Director of the following closed-end funds: Mexico Equity and Income Fund since 2000; Special Opportunities Fund since 2009; ASA Gold and Precious Metals Ltd. from 2008 to 2013; Brantley Capital Corporation from 2001 to 2013; Chairman and Director of Emergent Capital, Inc. (formerly known as Imperial Holdings, Inc.), a specialty finance company, from 2012 to 2017 and Trustee of Crossroads Liquidating Trust (formerly Crossroads Capital, Inc.), since 2016.

 

None(1)

 

See column 4

 

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Gerald Hellerman
287 Bowman Avenue
2nd Floor
Purchase, NY 10577
Age: 80

 

Director

 

1 year/14 years, 10 months

 

Mr. Hellerman owned and served as Managing Director of Hellerman Associates, a financial and corporate consulting firm, from the firm’s inception in 1993 until it ceased operations in 2013. Mr. Hellerman currently serves as a director and chief compliance officer for The Mexico Equity and Income Fund, Inc. and for Special Opportunities Fund, Inc. Mr. Hellerman currently serves as Trustee of Crossroads Liquidating Trust (formerly BDCA Venture, Inc.). Mr. Hellerman also serves as a Trustee of Fiera Capital Series Trust. Mr. Hellerman was previously a director of Brantley Capital Corporation, Ironsides Partners Opportunity Offshore Fund Ltd. and director and chairman of the audit committee of Emergent Capital, Inc. (formerly known as Imperial Holdings Inc.)

 

None(1)

 

See column 4

 

 

 

 

 

 

 

 

 

 

 

Robert Knapp
Ironsides Partners LLC
100 Summer Street
27th Floor
Boston, MA 02108
Age: 51

 

Director

 

1 year/14 years, 10 months

 

Mr. Knapp is the Founder and CIO of Ironsides Partners LLC, a Boston based investment manager specializing in closed-end funds, holding companies, and asset value investing generally. Ironsides and related entities serve as the manager and general partner to various funds and managed accounts for institutional clients. Mr. Knapp is an independent, non-executive director of Castle Private Equity AG (SWX: CPEN), Emergent Capital (Nasdaq OTC: EMGC), MPC Container Ships (XOSL: MPCCME), as well as the Pacific Alliance Asia Opportunity Fund and its related entities and Pacific Alliance Group Asset Management Ltd., based in Hong Kong.  Mr. Knapp is also a principal and director of Africa

 

None(1)

 

See column 4

 

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Opportunity Partners Limited (“AOP”), a Cayman Islands company that serves as the investment manager to Africa Opportunity Fund Limited (“AOF”), a closed-end investment company incorporated in the Cayman Islands that trades on the London Stock Exchange, and related entities.  Mr. Knapp serves on the Board of Directors of AOF.  Mr. Knapp also serves as a member of the Board of Managers of Veracity Worldwide LLC. In addition to his directorships named above, Mr. Knapp serves on a volunteer basis as a director of the Massachusetts Eye and Ear Infirmary, and is a Trustee of the Children’s School of Science and the Sea Education Association, both of Woods Hole, MA. Prior to founding Ironsides, Mr. Knapp was a managing director for over ten years with Millennium Partners, based in New York.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

William Taylor
287 Bowman Avenue
2nd Floor
Purchase, NY 10577
Age: 75

 

Director

 

1 year/11 years, 10 months

 

Mr. Taylor is a Certified Public Accountant and retired Partner of Deloitte & Touche. Mr. Taylor is currently a director of Northern Illinois University Foundation and has served as an Assistant Treasurer since July 2016 (Mr. Taylor was previously the Treasurer from 2007 to 2011), and President and a director of The William & Dian Taylor Foundation. Mr. Taylor was previously a trustee of Writers Theatre. From 1976 through May 2005, Mr. Taylor was a Partner at Deloitte & Touche. From 1997 to 2001, Mr. Taylor was a director of Deloitte & Touche USA and from 1999 to 2003 Mr. Taylor was a director of Deloitte Touche Tohmatsu.

 

None(1)

 

See column 4

 

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Officer and Nominees for
Interested Directors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Warren Holtsberg(2)
287 Bowman Avenue
2nd Floor
Purchase, NY 10577
Age: 67

 

Director

 

1 year/10 years, 5 months

 

Mr. Holtsberg currently serves as Co-Head of Portfolio Management of TTG Advisers, the investment adviser to the Fund. Mr. Holtsberg founded Motorola Ventures, the venture capital and private equity investment arm for Motorola, Inc. where he led the worldwide fund for eight years. He was also Corporate Vice President and Director of Equity Investments at Motorola. Mr. Holtsberg served as a member of the Board of Directors of the Illinois Venture Capital Association until 2014 and as a member of the Board of Sportvision until December 2016. Mr. Holtsberg currently serves as a member of the Board of the Big Shoulders Fund, and Advanced Oilfield Services, a portfolio company of the MVC Private Equity Fund, L.P. Mr. Holtsberg serves as an Emeritus Board Member of the Chicagoland Entrepreneurship Center, the Illinois Emerging Technology Funds and as Chairman of the Board of UI Labs. Previously, Mr. Holtsberg served as a board member of Illinois Ventures, the venture investment arm for the University of Illinois through 2015. Mr. Holtsberg also serves as a director for MVC Partners LLC, a portfolio company of the Fund. Mr. Holtsberg previously served as director of U.S. Gas & Electric, Inc.

 

None(1)

 

See column 4

 

 

 

 

 

 

 

 

 

 

 

Michael Tokarz(3)
287 Bowman Avenue
2nd Floor
Purchase, NY 10577
Age: 68

 

Director/ Principal Executive Officer

 

1 year/14 years, 2 months

 

Mr. Tokarz currently serves as Chairman and Portfolio Manager of the Fund and as Manager of the Adviser. Mr. Tokarz is also the Managing Member of The Tokarz Group, a private merchant bank, since 2002. In addition, Mr. Tokarz is a

 

None(1)

 

See column 4

 

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principal and investment team member of PPC Enterprises LLC, a registered investment adviser. Prior to this, Mr. Tokarz was a senior General Partner and Administrative Partner at Kohlberg Kravis Roberts & Co., a private equity firm specializing in management buyouts. He also currently serves on the corporate board of Mueller Water Products, Inc. He is Chairman Emeritus and is a member of the Board of the University of Illinois Foundation, and serves on its executive committee, investment policy committee and finance committee. He is also a member of the Board of Managers for Illinois Ventures, LLC and Illinois Emerging Technology Fund LLC. Mr. Tokarz serves as a director for the following portfolio companies of the Fund: Custom Alloy Corporation, MVC Automotive Group GmbH, and MVC Partners LLC. He also serves as a director of Focus Pointe Global, Gibdock Limited, and Plymouth Rock Energy, LLC, all portfolio companies of MVC Private Equity Fund, L.P. He was previously on the board of CNO Financial, Walter Investment Management, Walter Energy, IDEX Corporation, Lomonosov, and Athleta, Inc. Additionally, he was on the boards of Turf Products, LLC, until the asset was converted to debt, Timberland Machines & Irrigation, Inc., Dakota Growers Pasta Company, Harmony Health and Beauty, Inc., Harmony Pharmacy & Health Centers, Inc., Summit Research Labs, Inc. Ohio Medical Corporation, and Huamei Capital Company, formerly portfolio companies of the Fund.

 

 

 

 

 

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Executive Officers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Scott Schuenke
287 Bowman Avenue
2nd Floor
Purchase, NY 10577
Age: 38

 

Chief Financial Officer

 

Indefinite term/ 4 years, 2 months

 

Mr. Schuenke currently serves as the Chief Financial Officer of the Adviser, in addition to his service as Chief Financial Officer of the Fund. Mr. Schuenke also serves as the CFO of PPC Enterprises, LLC, a registered investment adviser. He previously served as the Chief Compliance Officer to the Fund and the Adviser. Prior to joining the Fund in June 2004, Mr. Schuenke served as a compliance officer with U.S. Bancorp Fund Services, LLC, from 2002 until he joined the Fund in 2004. Mr. Schuenke also served as the secretary of The Mexico Equity & Income Fund, Inc. and assistant secretary of Tortoise Energy Infrastructure Corporation during his tenure at U.S. Bancorp Fund Services, LLC. He previously served on the Boards of NPWT Corporation when it was a portfolio company of the Fund, and Vestal Manufacturing Enterprises, Inc. through 2015. Mr. Schuenke is a Certified Public Accountant.

 

N/A

 

N/A

 

 

 

 

 

 

 

 

 

 

 

Kevin Byrne
287 Bowman Avenue
2
nd Floor
Purchase, NY 10577
Age: 58

 

Chief Compliance Officer

 

Indefinite/2 years, 11 months

 

Mr. Byrne currently serves as Chief Compliance Officer of the Adviser, in addition to his service as Chief Compliance Officer of the Fund. He also currently serves as Financial, Administrative and Compliance Consultant/Member at Fisher Capital Corp, LLC and as Deputy Chief Compliance Officer for PPC Enterprises, LLC. He previously served as a Compliance Consultant to the Adviser from November 2013 to December 2014.

 

N/A

 

N/A

 

 

 

 

 

 

 

 

 

 

 

Jaclyn Rothchild
287 Bowman Avenue
2nd Floor
Purchase, NY 10577
Age: 39

 

Vice President/
Secretary

 

Indefinite term/13 years, 1 month;
Indefinite term/13 years, 11 months

 

Ms. Rothchild currently serves as Vice President and Secretary of the Adviser, in addition to her service as Vice President and Secretary of the Fund. Prior to joining the Fund in June 2002, she was an Associate and Business Manager with

 

N/A

 

N/A

 

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Draper Fisher Jurvetson meVC Management Co. LLC, the former investment sub-adviser to the Fund, and an Associate at The Bank Companies (acquired by Newmark & Co. Real Estate), a commercial real estate company. Ms. Rothchild serves as Vice President and Chief Operating Officer of Eleventh Street Partners, Inc. Ms. Rothchild serves on the Board of MVC Partners LLC, a portfolio company of the Fund. Ms. Rothchild was formerly an Advisory Board member of Forward Health.

 

 

 

 

 


(1)Other than the Fund.

(2)Mr. Holtsberg is an “interested person,” as defined in the 1940 Act, of the Fund (an “Interested Director”) because of his employment with the Adviser.

(3)Mr. Tokarz is an Interested Director because he serves as an officer of the Fund.

 

In determining whether each Director should continue to serve as a Director, the Nominating Committee and the Board considered a variety of factors, including each of the Directors’ performance as current Directors and their professional background and experience. The Board noted the Directors’ collective knowledge and experience in financial services, legal and financial analysis, corporate finance, asset management, portfolio management and accounting, all of which strengthen the Board’s collective qualifications. The Nominating Committee members considered that Messrs. Tokarz and Holtsberg are not Independent Directors but recognized that they represent the Adviser, and, as such, help foster the Board’s direct access to information regarding the Adviser, which is the Fund’s most significant service provider.

 

Section 16(a) Beneficial Ownership Reporting Compliance.

 

Section 16(a) of the 1934 Act, and Section 30(h) of the 1940 Act, taken together, require that the Directors, officers of the Fund and beneficial owners of more than 10% of the equity securities of the Fund (collectively, “Reporting Persons”) file with the SEC reports of their beneficial ownership and changes in their beneficial ownership of the Fund’s securities. Based solely on its review of the copies of such reports, the Fund believes that each of the Reporting Persons who was a Reporting Person during the fiscal year ended October 31, 2017 has complied with applicable filing requirements.

 

Code of Ethics.

 

The Board has also adopted a Code of Ethics, which applies to, among others, all of the Fund’s officers and directors, as well as a Code of Ethics for Principal Executive and Senior Financial Executives that applies to and has been signed by the Principal Executive Officer and the Chief Financial Officer of the Fund. These materials can be found on the Fund’s website at www.mvccapital.com. Waivers, if any, of the Fund’s Code of Ethics or Code of Ethics for Principal Executive and Senior Financial Executives will be promptly disclosed on the Fund’s website.

 

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Audit Committee.

 

The Company has a separately-designated standing audit committee established in accordance with section 3(a)(58)(A) of the 1934 Act. The members of the Audit Committee are Emilio Dominianni, Gerald Hellerman and William Taylor.  Each of the current members of the Audit Committee, is considered an independent director.  Each member of the Audit Committee meets the applicable independence and experience requirements, and the Board has determined that Mr. Hellerman is an “audit committee financial expert,” as defined under Item 407(d)(5) of Regulation S-K of the 1934 Act.  Mr. Hellerman is the Chairman of the Audit Committee.

 

Item 11.           EXECUTIVE COMPENSATION

 

Director and Executive Officer Compensation

 

The Fund’s officers do not receive any direct compensation from the Fund. The Fund does not currently have any employees and does not expect to have any employees. Services necessary for its business are provided by individuals who are employees of the Adviser, and the Fund’s administrator, U.S. Bancorp Fund Services, LLC (the “Administrator”), pursuant to the terms of the Fund’s amended and restated investment advisory and management agreement (the “Advisory Agreement”) and administration agreement. Each of the Fund’s executive officers is an employee of the Adviser. The Fund’s day-to-day investment operations are managed by the Adviser.

 

The following table sets forth compensation paid by the Fund in all capacities during the fiscal year ended October 31, 2017 to all of our Directors. Our Directors have been divided into two groups—Interested Directors and Independent Directors. The Interested Directors are “interested persons,” as defined in the 1940 Act, of the Fund. No compensation is paid to the Interested Directors. (The Fund is not part of any Fund Complex.) No information has been provided with respect to executive officers of the Fund because the Fund’s executive officers do not receive any direct compensation from the Fund.

 

Name of Person, Position

 

Fees Earned or
Paid in Cash

 

Stock Awards

 

All Other
Compensation(1)

 

Total

 

Interested Directors

 

 

 

 

 

 

 

 

 

Warren Holtsberg, Director

 

None

 

None

 

None

 

None

 

Michael Tokarz, Chairman and Portfolio Manager

 

None

 

None

 

None

 

None

 

Independent Directors

 

 

 

 

 

 

 

 

 

Emilio Dominianni, Director

 

$

80,000

 

None

 

None

 

$

80,000

 

Phillip Goldstein, Director

 

$

70,000

 

None

 

None

 

$

70,000

 

Gerald Hellerman, Director

 

$

90,000

 

None

 

None

 

$

90,000

 

Robert Knapp, Director

 

$

90,000

 

None

 

None

 

$

90,000

 

William Taylor, Director

 

$

70,000

 

None

 

None

 

$

70,000

 

 


(1)Directors do not receive any pension or retirement benefits from the Fund.

 

Effective May 1, 2014, the fees payable to Independent Directors and the fees payable to the Chairman of the Audit Committee, Valuation Committee, and Nominating Committee are as follows: Each Independent Director is paid an annual retainer of $70,000 ($80,000 for the Chairman of the Audit Committee and the non-Chairman members of the Valuation Committee and $90,000 for the Chairman of the Valuation Committee) for up to five in-person Board meetings and committee meetings per year. In the event that more than five in-person Board meetings and committee meetings occur, each Director will be paid an additional $1,000 for an in-person meeting. More recently, however, effective November 2017, the Board approved a 25% reduction

 

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in the compensation of each of the Independent Directors (calculated pursuant to the foregoing structure then reduced by 25%) until the Fund’s NAV discount is 10% or less. Each Independent Director is also reimbursed by the Fund for reasonable out-of-pocket expenses. The Directors do not receive any pension or retirement benefits from the Fund.

 

Compensation Committee.

 

The Compensation Committee, the principal purpose of which is to oversee the compensation of the Independent Directors, is currently comprised of Messrs. Hellerman and Knapp. Mr. Hellerman is the Chairman of the Compensation Committee. The Compensation Committee was established in March 2003. The Compensation Committee annually reviews the overall compensation principles of the Fund governing the compensation and benefits of the Directors and officers, including developing and recommending, for the Board’s adoption, compensation for members of the Board.

 

Item 12.           SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

Director Equity Ownership

 

The following table sets forth, as of January 1, 2018 with respect to each Director and nominee, certain information regarding the dollar range of equity securities beneficially owned in the Fund. The Fund does not belong to a family of investment companies.

 

(1)
Name of Director or Nominee

 

(2)
Dollar Range of Equity
Securities in the Fund

 

(3)
Aggregate Dollar Range of Equity
Securities of All Funds Overseen or to
be Overseen by Director or Nominee
in Family of Investment Companies

 

Independent Directors

 

 

 

 

 

Emilio Dominianni

 

Over $100,000

 

Over $100,000

 

Phillip Goldstein

 

Over $100,000

 

Over $100,000

 

Gerald Hellerman

 

Over $100,000

 

Over $100,000

 

Robert Knapp

 

Over $100,000

 

Over $100,000

 

William Taylor

 

Over $100,000

 

Over $100,000

 

Interested Directors

 

 

 

 

 

Warren Holtsberg(1)

 

$50,001-$100,000

 

$50,001-$100,000

 

Michael Tokarz(2)

 

Over $100,000

 

Over $100,000

 

 


(1)Mr. Holtsberg is an Interested Director because of his employment with the Adviser.
(2)Mr. Tokarz is an Interested Director because he serves as an officer of the Fund and controls the Adviser.

 

The following table sets forth, as of January 1, 2018, each stockholder who owned more than 5% of the Fund’s outstanding shares of common stock, each current director, each nominee for director, the Fund’s executive officers, and the directors and executive officers as a group. Unless otherwise indicated, the Fund believes that each beneficial owner set forth in the table has sole voting and investment power.

 

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Shareholder Name and Address

 

Amount of
Shares Owned

 

Percentage of
Fund Held

 

 

 

 

 

 

 

Wynnefield Partners Small Cap Value, L.P. I
450 7th Avenue, Suite 509
New York, NY 10123

 

1,588,923

(1)

8.44

%

 

 

 

 

 

 

Leon G. Cooperman
St. Andrew’s Country Club
7118 Melrose Castle Lane
Boca Raton, FL 33496

 

1,648,211

(2)

8.76

%

 

 

 

 

 

 

Royce & Associates LP
745 Fifth Avenue
New York, NY 10151

 

1,161,658

(3)

6.17

%

 

 

 

 

 

 

West Family Investments Inc.
1603 Orrington Avenue Suite 810
Evanston, IL 60201

 

1,105,397

(4)

5.87

%

 

 

 

 

 

 

Interested Directors

 

 

 

 

 

Warren Holtsberg

 

7,000

 

*

 

Michael Tokarz

 

931,043

 

4.95

%

 

 

 

 

 

 

Independent Directors

 

 

 

 

 

Emilio Dominianni

 

59,670

 

*

 

Phillip Goldstein

 

844,601

**

4.49

%

Gerald Hellerman

 

63,000

 

*

 

Robert Knapp

 

368,746

 

1.96

%

William Taylor

 

50,220

 

*

 

 

 

 

 

 

 

Executive Officers

 

 

 

 

 

Scott Schuenke

 

3,297

 

*

 

Jaclyn Shapiro-Rothchild

 

3,408

 

*

 

Kevin Byrne

 

0

 

*

 

All directors and executive officers as a group (10 in total)***

 

2,330,985

 

12.39

%

 


(1)                                 Based on information contained in the Form 13D filed with the SEC on November 14, 2017.

(2)                                 Based on information contained in the Schedule 13G filed with the Commission on February 14, 2017.

(3)                                 Based on information contained in the Schedule 13F filed with the Commission on November 13, 2017.

(4)                                 Based on information contained in the Schedule 13F filed with the Commission on November 13, 2017.

*                                         Less than 1%.

**                                  559,795 of these shares are owned by private investment funds managed by Bulldog Investors, LLC. Mr. Goldstein is a principal of Bulldog Investors and a limited partner in certain of the funds. Mr. Goldstein disclaims all beneficial ownership in these shares to the extent such ownership exceeds his pecuniary interest therein. For purposes of calculating the percentages set forth in the table, however, all of Mr. Goldstein’s 844,601 shares have been counted as being beneficially owned. Based on information provided by Bulldog Investors, LLC.

***                           Unless indicated by footnote above, none of the Directors or Executive Officers’ Shares are pledged as security.

 

Item 13.           CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

The Fund has procedures in place for the review, approval and monitoring of transactions involving the Fund and certain persons related to the Fund.  For example, the Fund has a Code of Ethics that generally prohibits, among others, any officer or director of the Fund from engaging in any transaction where there is a conflict between such individual’s personal interest and the interests of the Fund.  As a business development company, the 1940 Act also imposes regulatory restrictions on the Fund’s ability to engage in certain related party transactions.  However, the Fund is permitted to co-invest in certain portfolio companies with its affiliates to the extent consistent

 

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with applicable law or regulation and, if necessary, subject to specified conditions set forth in an exemptive order obtained from the SEC on July 11, 2000 (the “2000 Order”).  Since the Fund’s current management team joined the Fund in 2003, no transactions have been effected pursuant to the 2000 Order.  The Fund received an additional Order, that allows it to co-invest, subject to certain conditions, with certain affiliated private funds in first lien, second lien, mezzanine, structured debt and structured equity investments in small and middle market businesses and to undertake certain “follow-on” investments in companies in which the Fund has already co-invested pursuant to the order. The Adviser has formed the Private Fund & TTGA MMF LP, which were co-applicants for the granted exemptive relief.  See Note 17 to our Financial Statements “Subsequent Events” for more information. As a matter of policy, our Board has required that any related-party transaction (as defined in Item 404 of Regulation S-K) must be subject to the advance consideration and approval of the Independent Directors, in accordance with applicable procedures set forth in Section 57(f) of the 1940 Act.

 

The principal equity owner of the Adviser is Mr. Tokarz, our Chairman.  Our senior officers and Mr. Holtsberg have other financial interests in the Adviser (i.e., based on the Adviser’s performance).  In addition, our officers and the officers and employees of the Adviser may serve as officers, directors or principals of entities that operate in the same or related line of business as we do or of investment funds managed by the Adviser or our affiliates.  These related businesses currently include the PE Fund, the establishment of which was authorized by our Board.  As previously disclosed in our 10-K reports for the last three fiscal years, an indirect wholly-owned subsidiary of the Fund serves as the general partner and the Adviser serves as the portfolio manager of the PE Fund, and both entities receive a portion of the carried interest and management fees generated from the PE Fund.  Our Board has approved a specific policy regarding the allocation of investment opportunities, which was set forth in the reports.  Consistent with the Board-approved policy concerning the allocation of investment opportunities, the PE Fund received a priority allocation of all private equity investments that would otherwise have been non-diversified investments (investments that represent more than 5% of the Company’s total assets or more than 10% of the outstanding voting securities of an issuer) for the Company during the PE Fund’s investment period, which ended on October 28, 2014.

 

Further, Mr. Tokarz is a co-founder of PPC, a registered investment adviser that provides advisory services to Series A of the PPC Fund.  As a result of this relationship and pursuant to a shared services arrangement with PPC, certain of PPC’s principals and other PPC investment professionals may make themselves available, from time to time, to consult with TTG Advisers on investment matters relating to MVC or the PE Fund.  In this connection, certain employees of PPC are “associated persons” of TTG Advisers when providing certain services on behalf of TTG Advisers and, in this capacity, are subject to its oversight and supervision.  Likewise, TTG Advisers makes available to PPC certain investment professionals that are employed by TTG Advisers to provide services for PPC and the PPC Fund.

 

Item 14.           PRINCIPAL ACCOUNTING FEES AND SERVICES

 

Audit Fees:

 

The aggregate fees billed as of the day immediately prior to the date of this filing for professional services rendered by Grant Thornton LLP for the audit of the Fund’s annual financial statements and review of financial statements in the Form 10-Qs for the fiscal years ended October 31, 2017 and October 31, 2016 were $656,750 and $767,100, respectively.

 

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Audit-Related Fees:

 

The aggregate fees billed as of the day immediately prior to the date of this filing by Grant Thornton LLP for assurance and related services that were reasonably related to the performance of the audit or review of our financial statements for the fiscal years ended October 31, 2017 and October 31, 2016 were $114,750 and $15,750, respectively.

 

Tax Fees:

 

The aggregate fees billed as of the day immediately prior to the date of this filing by Grant Thornton LLP for services rendered with respect to tax compliance, tax advice and tax planning for the fiscal years ended October 31, 2017 and October 31, 2016 were $0 and $22,162, respectively.

 

All Other Fees:

 

The aggregate fees billed as of the day immediately prior to the date of this filing by Grant Thornton LLP for any other products or services for the fiscal years ended October 31, 2017 and October 31, 2016 were $0 and $0, respectively.

 

The Audit Committee Charter requires that the Audit Committee pre-approve all audit and non- audit services to be provided to the Fund by the independent accountants; provided, however, that the Audit Committee may specifically authorize its Chairman to pre-approve the provision of any non-audit services to the Fund.  Further, the foregoing pre-approval policy may be waived, with respect to the provision of any non-audit services, consistent with the exceptions provided for in the federal securities laws.  All of the audit and tax services provided by Grant Thornton LLP for the fiscal years ended October 31, 2016 and October 31, 2017 were pre-approved by the Audit Committee or its Chairman.  For the fiscal years ended October 31, 2016 and October 31, 2017, the Fund’s Audit Committee did not waive the pre-approval requirement with respect to any non-audit services provided to the Fund by Grant Thornton LLP.

 

PART IV

 

Item 15.           EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES

 

 

 

Page(s)

 

 

 

(a)(1)

Financial Statements

 

 

 

 

 

Consolidated Balance Sheets

 

 

October 31, 2017 and October 31, 2016

99

 

 

 

 

Consolidated Schedule of Investments

 

 

October 31, 2017

100-101

 

October 31, 2016

102-103

 

 

 

 

Consolidated Statement of Operations

 

 

For the Year Ended October 31, 2017,

 

 

the Year Ended October 31, 2016 and

 

 

the Year Ended October 31, 2015

104

 

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Consolidated Statement of Cash Flows

 

 

For the Year Ended October 31, 2017,

 

 

the Year Ended October 31, 2016 and

 

 

the Year Ended October 31, 2015

105

 

 

 

 

Consolidated Statement of Changes in Net Assets

 

 

For the Year Ended October 31, 2017,

 

 

the Year Ended October 31, 2016 and

 

 

the Year Ended October 31, 2015

106

 

 

 

 

Consolidated Selected Per Share Data and Ratios

 

 

For the Year Ended October 31, 2017,

 

 

the Year Ended October 31, 2016,

 

 

the Year Ended October 31, 2015,

 

 

the Year Ended October 31, 2014 and

 

 

the Year Ended October 31, 2013

107

 

 

 

 

Notes to Consolidated Financial Statements

108-156

 

Report of Independent Registered Public Accounting Firm

157-159

 

 

 

(a)(2)

The following financial statement schedules are filed here with:

 

 

 

 

 

Schedule 12-14 of Investments in and Advances to Affiliates

179

 

In addition, there may be additional information not provided in a schedule because (i) such information is not required or (ii) the information required has been presented in the aforementioned financial statements.

 

(a)(3)  The following exhibits are filed herewith or incorporated by reference as set forth below:

 

Exhibit
Number

 

Description

 

 

 

3.1

 

Certificate of Incorporation. (Incorporated by reference to Exhibit 99.a filed with the Registrant’s initial Registration Statement on Form N-2 (File No. 333-92287) filed on December 8, 1999)

3.2

 

Certificate of Amendment of Certificate of Incorporation. (Incorporated by reference to Exhibit 99.a.2 filed with the Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-119625) filed on November 23, 2004)

3.3

 

Fifth Amended and Restated Bylaws. (Incorporated by reference to Exhibit 99.b. filed with Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-125953) filed on August 29, 2005)

3.4

 

Sixth Amended and Restated Bylaws. (Incorporated by reference to Exhibit 3.(A) filed with the Registrant’s Quarterly Report on Form 10-Q (File No. 814-00201) filed on March 12, 2014)

4.1

 

Form of Share Certificate. (Incorporated by reference to Exhibit 99.d.1 filed with the Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-119625) filed on November 23, 2004)

4.2

 

Form of Indenture, dated February 26, 2013, between Registrant and U.S. Bank National Association, as trustee. (Incorporated by reference to Exhibit d.2 filed with Registrant’s Post-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-184803) filed on February 26, 2013)

 

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Exhibit
Number

 

Description

 

 

 

4.3

 

Form of First Supplemental Indenture relating to the 7.25% Senior Unsecured Notes due 2023, dated February 26, 2013, between the Registrant and U.S. Bank National Association, as trustee. (Incorporated by reference to Exhibit d.3 filed with Registrant’s Post-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-184803) filed on February 26, 2013)

4.4

 

Second Supplemental Indenture relating to the 6.25% Senior Unsecured Notes due 2022, dated November 15, 2017, between the Registrant and U.S. Bank National Association, as trustee. (Incorporated by reference to Exhibit 4.2 filed with Registrant’s Current Report on Form 8-K (File No. 814-00201) filed on November 15, 2017)

4.5

 

Form of 7.25% Senior Unsecured Notes due 2023. (Incorporated by reference to Exhibit d.4 filed with Registrant’s Post-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-184803) filed on February 26, 2013)

10.1

 

Dividend Reinvestment Plan, as amended. (Incorporated by reference to Exhibit 99.e filed with the Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-119625) filed on November 23, 2004)

10.2

 

Amended and Restated Investment Advisory and Management Agreement between the Registrant and The Tokarz Group Advisers LLC. (Incorporated by reference to Exhibit 10.1 filed with Registrant’s Quarterly Report on Form 10-Q (File No. 814-00201) filed on June 4, 2009)

10.3

 

Form of Custody Agreement between Registrant and U.S. Bank National Association. (Incorporated by reference to Exhibit 99.j.1 filed with the Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-119625) filed on November 23, 2004)

10.4

 

Form of Amendment to Custody Agreement between Registrant and U.S. Bank National Association. (Incorporated by reference to Exhibit 99.j.2 filed with the Registrant’s Post-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-125953) filed on February 21, 2006)

10.5

 

Form of Amendment to Custody Agreement between Registrant and U.S. Bank National Association. (Incorporated by reference to Exhibit 10.3 filed with Registrant’s Quarterly Report on Form 10-Q (File No. 814-00201) filed on June 11, 2012)

10.6

 

Form of Transfer Agency Letter Agreement with Registrant and EquiServe Trust Company, N.A. (Incorporated by reference to Exhibit 99.k.2 filed with the Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-119625) filed on November 23, 2004)

10.7

 

Form of Fee and Service Schedule Amendment to Transfer Agency Agreement with Registrant and Computershare Trust Company, N.A. (Incorporated by reference to Exhibit10.1 filed with Registrant’s Quarterly Report on Form 10-Q (File No. 814-00201) filed on September 8, 2009)

10.8

 

Form of Fund Administration Servicing Agreement with Registrant and U.S. Bancorp Fund Services, LLC. (Incorporated by reference to Exhibit 99.k.6 filed with the Registrant’s Post-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-125953) filed on February 21, 2006)

 

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Exhibit
Number

 

Description

 

 

 

10.9

 

Form of Fund Accounting Servicing Agreement with Registrant and U.S. Bancorp Fund Services, LLC. (Incorporated by reference to Exhibit 99.k.7 filed with Registrant’s Post-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-125953) filed on February 21, 2006)

10.10

 

Form of First Amendment to Fund Administration Servicing Agreement with Registrant and U.S. Bancorp Fund Services, LLC. (Incorporated by reference to Exhibit10.2 filed with Registrant’s Quarterly Report on Form 10-Q (File No. 814-00201) filed on June 4, 2009)

10.11

 

Form of Second Amendment to Fund Administration Servicing Agreement with Registrant and U.S. Bancorp Fund Services, LLC. (Incorporated by reference to Exhibit 10.2 with Registrant’s Quarterly Report on Form 10-Q (File No. 814-00201) filed on June 11, 2012)

10.12

 

Form of Third Amendment to Fund Administration Servicing Agreement with Registrant and U.S. Bancorp Fund Services, LLC (Incorporated by reference to Exhibit 10.15 filed with Registrant’s Annual Report on Form 10-K (File No. 814-00201) filed on October 15, 2015)

10.13

 

Form of First Amendment to Fund Accounting Servicing Agreement with Registrant and U.S. Bancorp Fund Services, LLC. (Incorporated by reference to Exhibit10.3 filed with Registrant’s Quarterly Report on Form 10-Q (File No. 814-00201) filed on June 4, 2009)

10.14

 

Form of Second Amendment to Fund Accounting Servicing Agreement with Registrant and U.S. Bancorp Fund Services, LLC. (Incorporated by reference to Exhibit 10.2 with Registrant’s Quarterly Report on Form 10-Q (File No. 814-00201) filed on June 11, 2012)

10.15

 

Form of Third Amendment to Fund Accounting Servicing Agreement with Registrant and U.S. Bancorp Fund Services, LLC (Incorporated by reference to Exhibit 10.18 filed with Registrant’s Annual Report on Form 10-K (File No. 814-00201) filed on October 15, 2015)

10.16

 

Form of Custody Agreement between Registrant and JP Morgan Chase Bank, N.A., (Incorporated by reference to Exhibit 10 filed with Registrant’s Annual Report on Form 10-K (File No. 814-00201) filed on December 21, 2010).

10.17

 

Form of Subscription Agreement, dated April 26, 2013. (Incorporated by reference to Exhibit k.15 filed with Registrant’s Post-Effective Amendment No. 2 to the Registration Statement on Form N-2 (File No. 333-184803) filed on April 26, 2013)

10.18

 

Credit Agreement between MVC Capital Inc. and Branch Banking and Trust Company. (Incorporated by reference to Exhibit 10.(A) with Registrant’s Quarterly Report on Form 10-Q (File No. 814-00201) filed on September 9, 2013)

10.19

 

Amended and Restated Custody Agreement between MVC Capital, Inc. and Branch Banking and Trust Company. (Incorporated by reference to Exhibit 10.(B) with Registrant’s Quarterly Report on Form 10-Q (File No. 814-00201) filed on September 9, 2013)

10.20

 

Amended and Restated Credit Agreement between MVC Capital, Inc. and Branch Banking and Trust Company (Incorporated by reference to Exhibit 10.(A) with Registrant’s Quarterly Report on Form 10-Q (File No. 814-00201) filed on March 12, 2014.

10.21

 

Second Amended and Restated Credit Agreement between MVC Capital, Inc. and Branch Banking and Trust Company (Incorporated by reference to Exhibit 10. (A) with Registrant’s Quarterly Report on Form 10-Q (File No. 814-00201) filed on June 6, 2014.

 

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Exhibit
Number

 

Description

 

 

 

10.22

 

Third Amended and Restated Credit Agreement between MVC Capital, Inc. and Branch Banking and Trust Company (Incorporated by reference to Exhibit 10(A) with Registrant’s Quarterly Report on Form 10-Q (File No. 814-00201) filed on September 9, 2014

10.23

 

Fourth Amended and Restated Credit Agreement between MVC Capital, Inc. and Branch Banking and Trust Company (Incorporated by reference to Exhibit 10.26 filed with Registrant’s Annual Report on Form 10-K (File No. 814-00201) filed on October 15, 2015)

10.24

 

Fifth Amended and Restated Credit Agreement between MVC Capital, Inc. and Branch Banking and Trust Company (Incorporated by reference to Exhibit 10.27 filed with Registrant’s Annual Report on Form 10-K (File No. 814-00201) filed on October 15, 2015

10.25

 

Sixth Amended and Restated Credit Agreement between MVC Capital, Inc. and Branch Banking and Trust Company (Incorporated by reference to Exhibit 10.28 filed with Registrant’s Annual Report on Form 10-K (File No. 814-00201) filed on October 15, 2015

10.26

 

Seventh Amended and Restated Credit Agreement between MVC Capital, Inc. and Branch Banking and Trust Company (Incorporated by reference to Exhibit 10(A) filed with Registrant’s Quarterly Report on Form 10-Q (File No. 814-00201) filed on January 29, 2016)

10.27

 

Eighth Amended and Restated Credit Agreement between MVC Capital, Inc. and Branch Banking and Trust Company (Incorporated by reference to Exhibit 10 filed with Registrant’s Quarterly Report on Form 10-Q (File No. 814-00201) filed on August 29, 2016)

10.28

 

Ninth Amended and Restated Credit Agreement between MVC Capital, Inc. and Branch Banking and Trust Company (Incorporated by reference to Exhibit 10 filed with Registrant’s Quarterly Report on Form 10-Q (File No. 814-00201) filed on March 13, 2017)

10.29

 

Tenth Amended and Restated Credit Agreement between MVC Capital, Inc. and Branch Banking and Trust Company (Incorporated by reference to Exhibit 10 filed with Registrant’s Quarterly Report on Form 10-Q (File No. 814-00201) filed on September 11, 2017)

10.30

 

Loan Agreement between MVC Capital, Inc. and Firstrust Bank (Incorporated by reference to Exhibit 10.29 filed with Registrant’s Annual Report on Form 10-K (File No. 814-00201) filed on October 15, 2015)

10.31

 

Amended and Restated Loan Agreement between MVC Capital, Inc. and Firstrust Bank (Incorporated by reference to Exhibit 10.30 filed with Registrant’s Annual Report on Form 10-K (File No. 814-00201) filed on October 15, 2015)

10.32

 

Amendment to the Amended and Restated Loan Agreement between MVC Capital, Inc. and Firstrust Bank (Incorporated by reference to Exhibit 10(A) with Registrant’s Quarterly Report on Form 10-Q (File No. 814-00201) filed on December 1, 2015)

10.33

 

Credit Agreement between MVC Capital, Inc., Santander Bank, N.A. and Wintrust Bank (Incorporated by reference to Exhibit 10(B) with Registrant’s Quarterly Report on Form 10-Q (File No. 814-00201) filed on January 29, 2016)

 

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Exhibit
Number

 

Description

 

 

 

10.34

 

First Amendment to the Credit Agreement between MVC Capital, Inc., Santander Bank, N.A. and Wintrust Bank  (Incorporated by reference to Exhibit 10.35 filed with Registrant’s Annual Report on Form 10-K (File No. 814-00201) filed on January 17, 2017)

10.35

 

Second Amendment to the Credit Agreement between MVC Capital, Inc., Santander Bank, N.A. and Wintrust Bank (Incorporated by reference to Exhibit 10 filed with Registrant’s Quarterly Report on Form 10-Q (File No. 814-00201) filed on June 8, 2017)

10.36*

 

Third Amendment to the Credit Agreement between MVC Capital, Inc., Santander Bank, N.A. and Wintrust Bank

10.37

 

Stock Purchase Agreement and Plan of Merger, dated April 24, 2017, among Equus Total Return, Inc., ETR Merger Sub, Inc., and certain shareholders of U.S. Gas & Electric, Inc. (incorporated by reference to Exhibit 2.1 of Equus Total Return, Inc.’s Current Report on Form 8-K filed April 24, 2017)

10.38

 

Amendment No. 1 to Share Exchange Agreement, dated April 24, 2017, between Equus Total Return, Inc. and MVC Capital, Inc. (incorporated by reference to Exhibit 2.2 of Equus Total Return, Inc.’s Current Report on Form 8-K filed April 24, 2017)

10.39

 

Agreement and Plan of Merger, by and among Verengo, Inc., Mace Merger Sub., Inc., U.S. Gas & Electric, Inc., MVC Capital, Inc., James B. Wiser, Crius Energy Trust, and Crius Solar Fulfillment, LLC dated as of May 30, 2017 (Previously filed as Exhibit 2.1 filed with Registrant’s Current Report on Form 8-K (File No. 814-00201) filed on June 1, 2017)

12.2

 

Statement of Computation of Ratios of Earnings to Fixed Charges. (Previously filed as Exhibit 99.2 filed with Registrant’s Post-Effective Amendment No. 1 to Registration Statement on Form N-2 (File No. 333-184803) filed on April 26, 2013)

16.1

 

Letter Regarding Change in Certifying Accountant (Previously filed as Exhibit 99.1 filed with Registrant’s Current Report on Form 8-K (File No. 814-00201) filed on July 6, 2015)

21.1

 

Financial Statements (as of 12/31/2013) of Velocitius B.V., (unaudited by MVC Capital, Inc. but based on audited financial statements prepared and provided by the portfolio company) (Incorporated by reference to Exhibit 21.1 filed with Registrant’s Annual Report on Form 10-K (File No. 814-00201) filed on October 15, 2015)

21.2

 

Financial Statements (as of 12/31/2013 and excludes financial information of a subsidiary dealership and the parent company) of MVC Automotive Group GmbH, a current significant subsidiary (unaudited by MVC Capital, Inc. but based on audited financial statements prepared and provided by the portfolio company) (Incorporated by reference to Exhibit 21.2 filed with Registrant’s Annual Report on Form 10-K (File No. 814-00201) filed on October 15, 2015)

21.3

 

Financial Statements (as of 12/31/2014) of Ohio Medical Corporation (unaudited by MVC Capital, Inc. but based on audited financial statements prepared and provided by the portfolio company) (Incorporated by reference to Exhibit 21.3 filed with Registrant’s Annual Report on Form 10-K (File No. 814-00201) filed on May 16, 2016)

21.4

 

Financial Statements (as of 12/31/2014 and excludes financial information of a subsidiary dealership and the parent company) of MVC Automotive Group GmbH, a current significant subsidiary (unaudited by MVC Capital, Inc. but based on audited financial statements prepared and provided by the portfolio company) (Incorporated by reference to Exhibit 21.4 filed with Registrant’s Annual Report on Form 10-K (File No. 814-00201) filed on May 16, 2016)

 

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Exhibit
Number

 

Description

 

 

 

21.5

 

Financial Statements (as of 12/31/2015) of MVC Automotive Group GmbH, a current significant subsidiary (unaudited by MVC Capital, Inc. but based on audited financial statements prepared and provided by the portfolio company) (Incorporated by reference to Exhibit 21.5 filed with Registrant’s Annual Report on Form 10-K (File No. 814-00201) filed on January 17, 2017)

21.6*

 

Financial Statements (as of 12/31/2016) of MVC Automotive Group GmbH, a current significant subsidiary (unaudited by MVC Capital, Inc. but based on audited financial statements prepared and provided by the portfolio company)

31*

 

Certifications of the Principal Executive Officer and the Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

32*

 

Certifications of the Principal Executive Officer and the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350

 


*Filed herewith

 

(b)                             Exhibits

 

Exhibit No.

 

Exhibit

 

 

 

10.36

 

Third Amendment to the Credit Agreement between MVC Capital, Inc., Santander Bank, N.A. and Wintrust Bank

 

 

 

21.6

 

Financial Statements (as of 12/31/2016) of MVC Automotive Group GmbH, a current significant subsidiary (unaudited by MVC Capital, Inc. but based on audited financial statements prepared and provided by the portfolio company)

 

 

 

31

 

Certifications pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

 

 

 

32

 

Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350

 

(c)                                              Financial Statement Schedules

 

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Schedule 12-14

 

MVC Capital, Inc. and Subsidiaries

Schedule of Invesments in and Advances to Affiliaties

 

 

 

 

 

Net Realized

 

 

 

 

 

 

 

 

 

Net Unrealized
Appreciation

 

 

 

 

 

 

 

Gain (Loss) for the
Period

 

Amount of Interest
or Dividends Credited

 

October 31, 2016

 

Gross

 

Gross

 

(Depreciation) for the
Period

 

October 31, 2017

 

Portfolio Company

 

Investment (1)

 

(2)

 

to Income (4)

 

Fair Value

 

Additions (5)

 

Reductions (6)

 

(3)

 

Fair Value

 

Companies More than 25% owned

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equus Total Return, Inc.

 

Common Stock (4,444,644 shares)

 

 

 

8,311,484

 

 

 

2,533,447

 

10,844,931

 

(Regulated Investment Company)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MVC Automotive Group

 

Common Equity Interest

 

 

 

12,321,000

 

1,127,726

 

 

3,946,274

 

17,395,000

 

(Automotive Dealerships)

 

Bridge Loan

 

 

257,012

 

3,322,500

 

1,532,666

 

 

 

4,855,166

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MVC Private Equity Fund LP

 

General Partnership Interest

 

252,853

 

 

631,262

 

 

(229,423

)

45,951

 

447,790

 

(Private Equity Firm)

 

Limited Partnership Interest

 

10,301,581

 

 

25,166,780

 

 

(9,009,675

)

1,647,828

 

17,804,933

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RuMe Inc.

 

Common Stock (5,297,548 shares)

 

 

 

540,000

 

 

 

(137,561

)

402,439

 

(Consumer Products)

 

Series C Preferred Stock (23,896,634 shares)

 

 

 

5,836,000

 

 

 

(619,156

)

5,216,844

 

 

 

Series B-1 Preferred Stock (4,999,076 shares)

 

 

 

2,017,000

 

 

 

(8,625

)

2,008,375

 

 

 

Subordinated Loan

 

 

94,099

 

846,777

 

145,062

 

 

 

991,839

 

 

 

Warrants

 

 

 

1,054,485

 

 

 

348,228

 

1,402,713

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SIA Tekers Invest

 

Common Stock (68,800 shares)

 

(2,300,000

)

 

 

 

 

 

 

(Port Facilities)

 

Bridge Loan

 

(27,785

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Turf Products, LLC

 

Senior Subordinated Loan

 

 

147,913

 

3,754,677

 

 

(3,740,826

)

(13,851

)

 

(Distributor - Landscaping & Irrigation Equipment)

 

Limited Liability Company Interest

 

608,619

 

 

3,991,794

 

 

(3,991,794

)

 

 

 

 

Warrants

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total companies more than 25% owned

 

 

 

$

8,835,268

 

$

499,024

 

$

67,793,759

 

$

2,805,454

 

$

(16,971,718

)

$

7,742,535

 

$

61,370,030

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Companies More than 5% owned, but less than 25%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Advantage Insurance Holdings LTD

 

Preferred Stock (750,000 shares)

 

 

 

8,304,412

 

 

 

592,377

 

8,896,789

 

(Insurance)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Centile Holding B.V.

 

Common Equity Interest

 

 

 

5,379,000

 

 

 

1,411,000

 

6,790,000

 

(Software)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Crius Energy Trust

 

Equity Unit (3,282,982 shares)

 

 

663,185

 

 

25,865,227

 

 

(4,841,082

)

21,024,145

 

(Energy Services)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

JSC Tekers Holdings

 

Common Stock (3,201 shares)

 

 

 

 

 

 

 

 

(Automotive Dealerships)

 

Preferred Stock (9,159,085 shares)

 

 

 

3,730,000

 

 

 

466,000

 

4,196,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MVC Environmental, Inc.

 

Common Stock (980 shares)

 

 

 

1,626,910

 

59,374

 

 

(1,686,284

)

 

(Environmental Services)

 

Senior Secured Loan

 

 

393,283

 

6,426,943

 

442,410

 

 

(1,990,713

)

4,878,640

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Security Holdings, B.V.

 

Common Equity Interest

 

 

 

34,854,000

 

 

 

(2,971,000

)

31,883,000

 

(Electrical Engineering)

 

Bridge Loan

 

 

119,396

 

 

4,240,057

 

 

 

4,240,057

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SGDA Europe B.V.

 

Common Equity Interest

 

(27,544,800

)

 

1,257,000

 

 

(826,000

)

(431,000

)

 

(Soil Remediation)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Gas & Electric, Inc.

 

Second Lien Loan

 

 

666,249

 

7,500,000

 

 

(7,500,000

)

 

 

(Energy Services)

 

Unsecured Loan

 

 

320,467

 

3,298,448

 

101,412

 

(3,399,860

)

 

 

 

 

Convertible Series I Preferred Stock (32,200 shares)

 

115,873,847

 

 

89,367,607

 

 

(89,367,607

)

 

 

 

 

Convertible Series J Preferred Stock (8,216 shares)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vestal Manufacturing Enterprises, Inc.

 

Senior Subordinated Loan

 

 

384,130

 

6,566,924

 

49,911

 

(6,559,953

)

(56,882

)

 

(Iron Foundries)

 

Common Stock (5,303 shares)

 

436,974

 

 

677,222

 

 

(623,231

)

(53,991

)

 

 

 

Warrants

 

413,026

 

 

438,304

 

 

(376,769

)

(61,535

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total companies more than 5% owned, but less than 25%

 

 

 

$

89,179,047

 

$

2,546,710

 

$

169,426,770

 

$

30,758,391

 

$

(108,653,420

)

$

(9,623,110

)

$

81,908,631

 

 


This schedule should be read in conjunction with the Company’s consolidated statements as of and for the year ended October 31, 2017, including the consolidated schedule of investments.

 

(1) Common stock, preferred stock, warrants, options and equity interests are generally non-income producing and restricted.  The principal amount for loans and debt securities and the number of shares of common and preferred stock are shown in the consolidated schedule of investments as of October 31, 2017.

 

(2) Represents the total net amount of realized gain or loss credited to income for the fiscal year ended October 31, 2017.  Excluded from the total is $1,262,406 of realized gains related to the Ohio Medical escrow.

 

(3) Represents the total net amount of unrealized appreciation or depreciation credited to income for the fiscal year ended October 31, 2017.

 

(4) Represents the total amount of interest or dividends income credited to income for the portion of the fiscal year ended October 31, 2017 an investment was a control or affiliate investment, as appropriate.

 

(5) Gross additions include increasees in investments resulting from portfolio investments, paid-in-kind interest and the exchange of one or more existing securities for one or more new one.

 

(6) Gross reductions include decreases in investments resulting from principal collections related to sales and the exchange of one or more existing securities for one or more new one.

 

The accompanying notes are an integral part of these consolidated financial statements.

 

179



Table of Contents

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date

 

Signature

 

Title

 

 

 

 

 

Date:

January 16, 2018

 

 

 

Chairman (Principal Executive Officer) and Director

 

 

/s/ Michael Tokarz

 

 

 

 

(Michael Tokarz)

 

 

 

 

 

 

 

 

 

 

 

 

Date:

January 16, 2018

 

 

 

Principal Financial Officer

 

 

/s/ Scott Schuenke

 

 

 

 

(Scott Schuenke)

 

 

 

 

 

 

 

 

 

 

 

 

Date:

January 16, 2018

 

 

 

Director

 

 

/s/ Emilio Dominianni

 

 

 

 

(Emilio Dominianni)

 

 

 

 

 

 

 

 

 

 

 

 

Date:

January 16, 2018

 

 

 

Director

 

 

/s/ Gerald Hellerman

 

 

 

 

(Gerald Hellerman)

 

 

 

 

 

 

 

 

 

 

 

 

Date:

January 16, 2018

 

 

 

Director

 

 

/s/ Phillip F. Goldstein

 

 

 

 

(Phillip F. Goldstein)

 

 

 

 

 

 

 

 

 

 

 

 

Date:

January 16, 2018

 

 

 

Director

 

 

/s/ Warren Holtsberg

 

 

 

 

(Warren Holtsberg)

 

 

 

 

 

 

 

 

 

 

 

 

Date:

January 16, 2018

 

 

 

Director

 

 

/s/ Robert C. Knapp

 

 

 

 

(Robert C. Knapp)

 

 

 

 

 

 

 

 

 

 

 

 

Date:

January 16, 2018

 

 

 

Director

 

 

/s/ William E. Taylor

 

 

 

 

(William E. Taylor)

 

 

 

180